Common use of Consents and Approvals; No Violations Clause in Contracts

Consents and Approvals; No Violations. Except for (i) any applicable requirements of the Securities Act, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (i) conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws or other organizational documents of any of the WPZ Companies, (ii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation to which any of the WPZ Companies is a party or by which it or any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any of the WPZ Companies or any of their properties or assets.

Consents and Approvals; No Violations. Except for (ia) any applicable requirements of Assuming that the Securities ActCompany Shareholder Approval is obtained and all consents, the Exchange Actapprovals, the HSR Act, authorizations and permits described in Section 4.3(b) have been obtained and all filings and notifications described in Section 4.3(b) have been made and any applicable filings under state securities, "Blue Sky" waiting periods thereunder have terminated or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtainedexpired, neither the execution, delivery and or performance of this Agreement or the other agreements contemplating hereby by each Acquiror Entity nor the consummation by the Acquiror Entities of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (i) conflict with or result in any a breach of any provision of the Certificates certificate of Incorporation, Bylaws incorporation or other bylaws or the similar organizational documents of any of the WPZ Companieseither Acquiror Entity, (ii) result in a material violation or breach ofof or loss of any benefit under, or constitute (with or without due notice or lapse of time or both) a material change of control or default (under, require the consent or approval of or the giving of notice to a Third Party pursuant to, or give rise to others any right of termination, vesting, amendment, cancellation or acceleration) under, acceleration or otherwise result in any material diminution of any impose on either of the rights of the WPZ Companies with respect toAcquiror Entities any obligation to repurchase, repay, redeem or acquire or any similar right or obligation under, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance Lien on any of the properties property or assets asset of any WPZ CompanyAcquiror Entity, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Contract to which any of the WPZ Companies Acquiror Entity is a party or by which it or any of them or any of their properties or assets may be is bound or (iii) conflict with or violate any order, writ, injunction, decree, statute, rule or regulation Applicable Law applicable to any Acquiror Entity or by which any property or asset of any Acquiror Entity is bound or affected, except for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the WPZ Companies aggregate, (1) with respect to clause (ii), would not reasonably be expected to have an Acquiror Entity Material Adverse Effect and (2) with respect to clauses (ii) and (iii), would not reasonably be expected to prevent or materially delay the performance of this Agreement by any Acquiror Entity or materially impair the ability of their properties or assetsany Acquiror Entity to take any action necessary to consummate the Merger.

Consents and Approvals; No Violations. Except Subject to receipt of the Company Stockholder Approval, and except (a) for (i) any filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Securities Actof, the Exchange Act, the HSR Securities Act, state securities or state “blue sky” Laws, and any (b) for filing of the applicable filings under state securitiesMerger Certificates with, "Blue Sky" or takeover lawsand the acceptance for record of the Merger Certificates by, (ii) the SDAT and the DSOS, as applicable, and the filing of the Partnership Merger Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permitacceptance for record of the Partnership Merger Certificate by, authorizationthe DSOS, consent none of the execution, delivery or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ or for the Company Parties, the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Company Parties of the transactions contemplated hereby or thereby compliance by WPZ the Company Parties or the Company Subsidiaries with any of its Subsidiaries the provisions hereof will (i) conflict with or result in any breach or violation of any provision of (A) the Certificates of Incorporation, Bylaws Company Governing Documents or other the Partnership Governing Documents or (B) the organizational documents of any of the WPZ CompaniesCompany Subsidiary, (ii) require any filing by any of the Company Parties or any Company Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Authority, except (A) (I) the filing with the SEC of the Proxy Statement/Prospectus in preliminary and definitive form and of a registration statement on Form S-4 pursuant to which the offer and sale of shares of Company Common Stock in the Company Merger will be registered pursuant to the Securities Act (together with any amendments or supplements thereto, the “Form S-4”), and the declaration of effectiveness of the Form S-4, and (II) the filing with the SEC of such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated hereby, (B) as may be required under the rules and regulations of the NYSE, and (C) such filings as may be required in connection with Transfer Taxes, (iii) require any consent or notice under, result in a material violation or breach by the Company or any Company Subsidiary of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation amendment, cancelation or acceleration) under, or otherwise result in any material diminution the triggering of any of the rights of the WPZ Companies with respect to, payment or result in the loss creation of any material benefit to Encumbrance on any property or asset of the creation of a lien, claim Company or other encumbrance on any of the properties or assets of any WPZ Company, Company Subsidiaries pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Company Material Contract to which Company or any of the WPZ Companies Company Subsidiary is a party or by which it or any of them or any of their its respective properties or assets may be bound bound, or (iv) violate or conflict with any Law applicable to the Company or any Company Subsidiary or any of its respective properties or assets, excluding from the foregoing clauses (ii), (iii) violate any orderand (iv) such filings, writnotices, injunctionpermits, decreeauthorizations, statuteconsents, rule approvals, violations, breaches or regulation applicable defaults which would not, individually or in the aggregate, have, or would reasonably be expected to any of the WPZ Companies or any of their properties or assetshave, a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Act, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ MIT, the performance of or for compliance with this Agreement by MIT, the consummation by WPZ MIT of the transactions Merger or any other transaction contemplated hereby or compliance by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by MIT with any of the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance provisions of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (i) conflict with or with, result in any breach of or violate any provision of the Certificates Existing Declaration of Incorporation, Trust or Bylaws or other organizational documents the Amended and Restated Declaration of any of the WPZ CompaniesTrust or Amended and Restated Bylaws, (ii) result in a material violation or breach ofrequire any filing by MIT with, or constitute the obtaining of any permit, authorization, consent or approval of any Governmental Authority (except for (v) the filing with or without due notice or lapse the SEC of time or both(A) a material default the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (or give rise to any right of termination, cancellation or accelerationB) such reports under, or otherwise result in and other compliance with, any material diminution of any applicable requirements of the rights Exchange Act and the Securities Act, (w) any filings as may be required under the MGCL or the Maryland REIT Law in connection with the Merger, (x) such filings with the SEC as may be required to be made by MIT in connection with this Agreement and the Merger, (y) such filings as may be required under the rules and regulations of the WPZ Companies New York Stock Exchange in connection with respect to, or result in the loss of any material benefit to this Agreement or the creation of a lien, claim Merger or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation to which any of the WPZ Companies is a party or by which it or any of them or any of their properties or assets (z) such filings as may be bound required in connection with state and local transfer taxes), or (iii) violate any order, writ, injunction, decree, statute, rule decree or regulation law applicable to any of the WPZ Companies MIT, or any of their its properties or assets; except in respect of clauses (ii) or (iii) where (1) such failures to obtain such permits, authorizations, consents or approvals, (2) such failures to make such filings or (3) such failures to obtain such consents or approvals have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect.

Consents and Approvals; No Violations. Except for Assuming that (ia) the filings required under the HSR Act are made and all applicable waiting periods thereunder have been terminated or expired and any Governmental Approvals required under any other Antitrust Law have been obtained or satisfied, (b) the applicable requirements of the Securities Act, Act and the Exchange ActAct are met, (c) the HSR Act, and requirements under any applicable filings under state securities, "Blue Sky" securities or takeover lawsblue sky Laws are met, (iid) the requirements of the NYSE in respect of the listing of the shares of Acquiror New Common Stock to be issued hereunder are met, (e) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the GCL DGCL, and the filing of the Acquiror Certificate with the Secretary of State of the State of Delaware pursuant to Section 2.05 are made and (iiif) those required filingsthe Acquiror Stockholder Approval is obtained, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement and the Ancillary Agreements by WPZ or for Acquiror and Merger Sub and the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents Acquiror and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Merger Sub of the transactions contemplated hereby or and thereby by WPZ or any of its Subsidiaries do not and will not (i) violate or conflict with or result in any breach of any provision of the Certificates certificate of Incorporation, Bylaws incorporation or other organizational documents bylaws (or the comparable governing documents) of Acquiror or any member of the WPZ CompaniesAcquiror Group, (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Acquiror or any member of the Acquiror Group or by which any of its or their properties or assets may be bound, (iii) require any Governmental Approval, or (iv) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (under or give rise to any right of termination, cancellation or acceleration) acceleration under or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Contract to which any member of the WPZ Companies Acquiror Group is a party party, excluding in the case of clauses (ii) through (iv) above, conflicts, violations, approvals, breaches, defaults, rights of terminations, cancellations, accelerations, increases or by losses which it would not reasonably be expected, individually or any of them or any of their properties or assets may in the aggregate, to be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable material to any of the WPZ Companies or any of their properties or assetsAcquiror’s business.

Consents and Approvals; No Violations. Except for (i) any applicable requirements as set forth in Section 5.5 of the Securities ActParent Disclosure Letter, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing none of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ each of Parent and Merger Sub, the performance of or for compliance with this Agreement by each of Parent and Merger Sub, the consummation by WPZ Parent and Merger Sub of the transactions contemplated Merger or any other Transaction or compliance by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents Parent and approvals contemplated by Merger Sub with any of the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance provisions of this Agreement or the other agreements contemplating hereby nor the consummation will (a) assuming receipt of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (i) Parent Shareholder Approval, conflict with or with, result in any breach of or violate any provision of Parent Governing Documents or the Certificates of Incorporation, Bylaws comparable organizational or other organizational governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the WPZ CompaniesForm S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in a material any modification, violation or breach ofof or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with or without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) a material default (of, or give rise to any right of terminationpurchase, cancellation first offer or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, forced sale under or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance Lien on any property or asset of the properties a Parent Party or assets of any WPZ Companyother Parent Subsidiary pursuant to, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract Parent Agreement or other instrument or obligation to which any of the WPZ Companies is a party or by which it or any of them or any of their properties or assets may be bound Parent Lease or (iiid) violate any order, writ, injunction, decree, statute, rule decree or regulation Law applicable to any of the WPZ Companies Parent, Merger Sub or any of their respective properties or assets; except in respect of clauses (b), (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except Subject to the receipt of the Parent Stockholder Approval, and except (a) for (i) any filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Securities Actof, the Exchange Act, the HSR Securities Act, and any applicable filings under state securities, "Blue Sky" securities or takeover lawsstate “blue sky” Laws, (iib) for filing of the Company Articles of Merger with, and the acceptance for record of the Company Articles of Merger by, the SDAT, (c) the filing of the Partnership Merger Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permitthe acceptance of the Partnership Merger Certificate by, authorizationthe Secretary of State of the State of Delaware, consent and (d) the filing of the Partnership Articles of Merger with, and the acceptance for record of the Partnership Articles of Merger by, the SDAT, none of the execution, delivery or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ or for the Parent Parties, the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Parent Parties of the transactions contemplated hereby or thereby compliance by WPZ or the Parent Parties with any of its Subsidiaries the provisions hereof will (i) conflict with or result in any breach or violation of any provision of (A) the Certificates of Incorporation, Bylaws Parent Governing Documents or other the Parent OP Governing Documents or (B) the organizational documents of any of the WPZ CompaniesParent Subsidiary, (ii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to require any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of filing by any of the rights of the WPZ Companies with respect Parent Parties or any Parent Subsidiary with, notice to, or result in permit, authorization, consent or approval of, any Governmental Authority, except (A) (I) the loss of any material benefit to or filing with the creation of a lien, claim or other encumbrance on any SEC of the properties or assets Form S-4 and Proxy Statement/Prospectus, and the declaration of any WPZ Company, pursuant to any effectiveness of the termsForm S-4, conditions or provisions and (II) the filing with the SEC of any notesuch reports under, bondand other compliance with, mortgage, indenture, license, contract or other instrument or obligation to which any of the WPZ Companies is a party or by which it or any of them or any of their properties or assets Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be bound required in connection with this Agreement and the transactions contemplated hereby, (B) as may be required under the rules and regulations of NYSE, and (C) such filings as may be required in connection with Transfer Taxes, or (iii) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent or any of the WPZ Companies Parent Subsidiary or any of their its respective properties or assets, excluding from the foregoing clauses (ii) and (iii) such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not, individually or in the aggregate, have, or would reasonably be expected to have, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Actexecution, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" delivery or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ Parent or for the Purchaser, the consummation by WPZ Parent or the Purchaser of the transactions contemplated Transactions, or compliance by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by Parent or the immediately preceding sentence have been duly made or obtained, neither Purchaser with any of the execution, delivery and performance provisions of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (ia) conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws or other organizational documents of any Parent or the Articles of Incorporation or Bylaws of the WPZ CompaniesPurchaser, (iib) violate, conflict with or result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to provisions under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation material Contract to which any of the WPZ Companies Parent is a party (c) require any material filing by Parent or by which it the Purchaser with, or permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of them or the Exchange Act and Securities Act, (ii) any of their properties or assets filings as may be bound or required under the DGCL, (iii) the filing with the SEC and the New York Stock Exchange of (A) the Schedule TO, (B) the Proxy Statement, if the Company Stockholder Approval is required by Law and (C) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the Transactions, (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws or (v) any filings in connection with the applicable requirements of the HSR Act, or (d) conflict with or violate any order, writ, injunction, decree, statute, rule or regulation and Law applicable to Parent, any of the WPZ Companies its Subsidiaries, or any of their properties or assets, except in the case of clause (b) or (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each of Parent and the Purchaser to perform its obligations under this Agreement, as the case may be, or prevent or materially delay the consummation of any the Transactions.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Actexecution, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" delivery or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ Parent or for Merger Sub, the consummation by WPZ Parent or Merger Sub of the transactions contemplated Transactions, or compliance by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made Parent or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Merger Sub with any of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries provisions hereof will (ia) conflict with or result in any breach of any provision of the Certificates articles of Incorporationincorporation or bylaws of Parent or the certificate of incorporation or by-laws of Merger Sub, Bylaws (b) require any material filing by Parent or other organizational documents of Merger Sub with, or permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the WPZ CompaniesExchange Act, (ii) any filings as may be required under the BCL in connection with the Transactions, (iii) any filings, permits, authorizations, consents and approvals as may be required under the HSR Act and any applicable competition, antitrust or investment laws of foreign jurisdictions, (iv) any filings with and notices to The New York Stock Exchange, Inc. as may be required in connection with this Agreement and the Transactions and (v) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws in connection with this Agreement and the Transactions), (c) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any material note, bond, mortgage, lien, indenture, lease, license, contract contract, agreement or other instrument or obligation to which any of the WPZ Companies Parent or Merger Sub is a party or by which it or any either of them or any of their respective properties or assets may be bound or (iiid) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the WPZ Companies its Subsidiaries, or any of their respective properties or assets, except in the case of clauses (b), (c) and (d) for any failures to make such filings and failures to obtain such permits, authorizations, consents or approvals and any such violations, breaches or defaults which would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of each of Parent and Merger Sub, as the case may be, to perform its obligations under this Agreement, or prevent or materially delay the consummation by Parent or Merger Sub of the Transactions.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (ia) any filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements of the Securities Act, Act and the Exchange ActAct and the rules and regulations promulgated thereunder, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or may be required in connection with the execution Transactions, (c) state securities takeover and delivery “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement by WPZ or for (the consummation by WPZ “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated Series A-1 Amendment by the immediately preceding sentence have been duly made or obtainedSpecial Committee, neither the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement or the other agreements contemplating hereby nor and the consummation of the transactions contemplated hereby Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or thereby by WPZ Order applicable to the Company or any of its Subsidiaries will or by which any of their respective material properties or assets are bound or affected; (iii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with or result in any breach of any provision of the Certificates Certificate of IncorporationIncorporation or Bylaws; or (iv) require any consent of, Bylaws notice to or other organizational documents of action by any of the WPZ CompaniesPerson under, (ii) result in constitute a material violation default or breach ofor an event that, or constitute (with or without due notice or lapse of time or both) , would constitute a material default (or give rise to any right of termination, cancellation or acceleration) breach under, or otherwise result in any material diminution cause or permit termination, cancelation, acceleration or other change of any of the rights of the WPZ Companies with respect to, right or result in obligation or the loss of any material benefit to or the creation of a lienunder, claim or other encumbrance on any of the properties or assets provision of any WPZ CompanyCompany Material Contract, pursuant except in the case of clause (iv), as has not had, and would not be reasonably expected to any of have, individually or in the termsaggregate, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation to which any of the WPZ Companies is a party or by which it or any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any of the WPZ Companies or any of their properties or assetsCompany Material Adverse Effect.

Consents and Approvals; No Violations. Except for (i) No material Consent from any applicable requirements Governmental Entity, including any Gaming Authority, is required to be made or obtained by any of the Securities Act, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required Caesars Parties in connection with the execution, delivery and performance by the Caesars Parties of their respective obligations under this Agreement and the other Ancillary Agreements to which such Caesars Party is or will be a party, or the consummation by the Caesars Parties of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Agreement by WPZ or for and the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated Ancillary Agreements by the immediately preceding sentence have been duly made or obtained, neither Caesars Parties nor the execution, delivery and performance by the Caesars Parties of this Agreement or the other agreements contemplating hereby their obligations nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (ia) conflict with or result in any breach of any provision of the Certificates of Incorporationviolate, Bylaws or other organizational documents of any of the WPZ Companies, (ii) result in a material violation breach of, or constitute a default under their respective Governing Documents or the Governing Documents of their respective Subsidiaries, (b) violate, result in a breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract material Contract or other instrument (c) violate or obligation infringe any Law (including Gaming Laws) or Order applicable to which any Caesars Party or any of the WPZ Companies Transferred Assets, except in the case of clause (b) for violations, breaches, defaults, Liens or other rights that have not had or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Assets taken as a whole, or on the ability of any Caesars Party to perform its obligations under this Agreement and each Ancillary Agreement to which it is a party or by which it to consummate the transactions contemplated hereby or any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any of the WPZ Companies or any of their properties or assetsthereby.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Act, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and or performance of this Agreement or the other agreements contemplating hereby nor Voting Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the transactions Merger or any other transaction contemplated hereby or thereby compliance by WPZ or Parent and Merger Sub with any of its Subsidiaries the provisions of this Agreement or the Voting Agreement will (ia) conflict with or result in any breach of any provision of the Certificates certificate of Incorporationincorporation or bylaws (or similar governing documents) of Parent or the certificate of incorporation or bylaws of Merger Sub, Bylaws (b) require any filing by Parent or other organizational documents Merger Sub with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Authority (except for (i) compliance with any applicable requirements of the WPZ CompaniesExchange Act, (ii) any filings as may be required under the DGCL in connection with the Merger, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and any other Required Governmental Approvals, (iv) such filings with the SEC as may be required to be made by Parent or Merger Sub in connection with this Agreement and the Merger or (v) such filings as may be required under the rules and regulations of the NASDAQ in connection with this Agreement and the Merger), (c) result in a material modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any notematerial contract, bond, mortgage, indenture, license, contract commitment or other instrument arrangement (whether written or obligation oral) to which any of the WPZ Companies Parent or Merger Sub is a party party, or by which it or any of them they or any of their respective properties or assets may be bound or affected, or (iiid) violate any order, writ, injunction, decree, statute, rule decree or regulation Applicable Law applicable to any of the WPZ Companies Parent or Merger Sub or any of their respective properties or assets; except in each of clauses (b), (c) and (d) where (i) any failure to obtain such permits, authorizations, consents or approvals, (ii) any failure to make such filings or (iii) any such modifications, violations, rights, breaches or defaults have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for (ia) any applicable requirements of the Securities Act, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" No filing with or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration withnotice to, and no Permitpermit, order, authorization, registration, consent or approval of, any public body Governmental Entity or Governmental Authority any regional transmission organization or other third party independent system operator is necessary or required in connection with on the execution part of Seller for the execution, delivery and delivery performance by Seller of this Agreement by WPZ or for the consummation by WPZ Seller and AER of the transactions contemplated by this Agreement. Assuming that all , except (i) obtaining the approval of the transactions contemplated by this Agreement (other than any Alternative Gas Plant Transaction) by FERC pursuant to Section 203 of the FPA (the “Pre-Closing FERC Approval”); (ii) obtaining the approval of any Alternative Gas Plant Transaction by FERC pursuant to Section 203 of the FPA; (iii) compliance with applicable requirements of the Communications Act to obtain the consent of the FCC prior to the assignment to IPH of the licenses to operate the private land mobile, microwave or maritime radio units associated with the Business or to the transfer of control of the Transferred Company to IPH (the “FCC Approval”); (iv) any requisite clearance under any investigation by any Governmental Entity under any antitrust, competition or regulatory statute; (v) the filings, notices, permits, authorizations, registrations, Permitsconsents or approvals listed in Section 3.4(a) of the Seller Disclosure Schedule, which, except as set forth in Section 8.2(f), are not conditions to Closing; (vi) filing an appropriate, timely notice with the Surface Transportation Board seeking an exemption from the Surface Transportation Board’s regulatory approval requirements regarding the acquisition by IPH of the Coffeen and Western Railroad Company and the Joppa & Eastern Railroad; or (vii) any such filings, notices, permits, authorizations, registrations, consents or approvals the failure to make or obtain would not reasonably be expected to be material to the Transferred Company and approvals contemplated by the immediately preceding sentence have been duly made its Subsidiaries, taken as a whole and would not prevent, materially delay or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor materially impair the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (i) conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws or other organizational documents of any of the WPZ Companies, (ii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation to which any of the WPZ Companies is a party or by which it or any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any of the WPZ Companies or any of their properties or assetshereby.

Consents and Approvals; No Violations. Except for (i) any applicable requirements of Assuming compliance with the Securities Actmatters set forth in Section 4.1(e)(ii) and Section 4.1(e)(iii), the Exchange Actaccuracy of Parent’s and Safety’s representations in Section 4.2(y) and the receipt of Receiver Stockholder Approval and with respect to the Additional Charter and By-Laws Amendments, the HSR ActAdditional Receiver Stockholder Approval, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for Receiver and Merger Sub does not, and the consummation performance by WPZ Receiver and Merger Sub of the transactions contemplated by this Agreement. Assuming that all filingstheir respective obligations hereunder, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor including the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will not, (iA) conflict with or result in any breach of any provision of Receiver’s Constituent Documents or the Certificates of Incorporation, Bylaws or other organizational documents Constituent Documents of any Subsidiary of the WPZ Companies, Receiver; (iiB) result in a material violation or breach of, or constitute (with or without due the giving of notice or the lapse of time or both) in any violation of or default or loss of a material default (or give rise to any right of termination, cancellation or acceleration) benefit under, or otherwise result in any material diminution permit the acceleration, amendment or termination of any of the rights of the WPZ Companies with respect toobligation under, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, permit, concession, grant, franchise, license, contract agreement or other instrument or obligation to which any of the WPZ Companies Receiver or its Subsidiaries is a party or by which it or any of them or any of their properties properties, assets or assets may be bound or rights are bound; (iiiC) violate any order, writ, injunction, decree, statute, rule Law binding upon or regulation applicable to Receiver or its Subsidiaries; (D) result in the creation or imposition of any Lien upon any properties, assets or rights of the WPZ Companies Receiver or any Subsidiary of their properties Receiver or assets(E) cause the suspension or revocation of any permit, license, governmental authorization, consent or approval under which Receiver and the Subsidiaries of Receiver conduct Receiver’s business, except in the case of clauses (B), (C), (D) and (E) above, which would not reasonably be expected (x) to have, individually or in the aggregate, a Material Adverse Effect on Receiver or (y) prevent or materially impede the ability of Receiver or Merger Sub to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Act, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and or performance of this Agreement or the other agreements contemplating hereby nor Contribution Agreement and the Transactions by Parent, Parent Operating Partnership and Merger Sub, the consummation by Parent, Parent Operating Partnership and Merger Sub of the transactions contemplated hereby or thereby by WPZ Merger, the Manager Contribution or any of its Subsidiaries the other Transactions or compliance by Parent, Parent Operating Partnership and Merger Sub with any of the provisions of this Agreement or the Manager Contribution will (ia) contravene, conflict with or result in any breach of any provision of the Certificates of IncorporationParent Governing Documents, Bylaws Parent OP Governing Documents, the Merger Sub Governing Documents or other the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Parent Operating Partnership, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the WPZ CompaniesExchange Act, (ii) any filings as may be required under the MGCL or the DLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent, including a proxy statement in preliminary and definitive form relating to the Parent Shareholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”), (iv) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (v) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement, the Merger or the Manager Contribution or (vi) such filings as may be required in connection with state and local Transfer Taxes), (c) result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent or any Parent Subsidiary under, or result in a material modification, or violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right, including any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any noteParent Material Contract, bondParent Lease or Parent Residential Lease, mortgage(d) violate any Order or Law applicable to Parent, indentureParent Operating Partnership, license, contract or other instrument or obligation to which any of the WPZ Companies is a party or by which it Merger Sub or any of them Parent Subsidiary or any of their properties respective properties, assets or assets may be bound operations or (iiie) violate result in the creation or imposition of any orderLien (other than a Parent Permitted Lien) on any asset of Parent, writParent Operating Partnership, injunction, decree, statute, rule or regulation applicable to any of the WPZ Companies Merger Sub or any Parent Subsidiaries; except in each of their properties clauses (b), (c), (d) or assets(e) above where (A) any failure to obtain such permits, authorizations, consents or approvals, (B) any failure to make such filings or (C) any such modifications, violations, rights, impositions, breaches or defaults has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Actexecution, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" delivery or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ Parent or for Purchaser, the consummation by WPZ Parent or Purchaser of the transactions contemplated hereby, or compliance by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made Parent or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Purchaser with any of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries provisions hereof will (ia) conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws or other organizational documents of any Parent or the Certificate of the WPZ CompaniesIncorporation or Bylaws of Purchaser, (iib) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution require the giving of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit notice to or the creation of a lien, claim or other encumbrance on any of the properties or assets obtaining of any WPZ Companyconsent or approval from any third party under, pursuant to any of the terms, conditions or provisions of any noteContract to which Parent, bond, mortgage, indenture, license, contract Purchaser or other instrument any of their respective Subsidiaries is a party or obligation to which any of the WPZ Companies foregoing's assets are bound, (c) require any filing by Parent or Purchaser with, or permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act and Securities Act, (ii) any filing pursuant to the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act or comparable merger and notifications, laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC and The NASDAQ Stock Market, Inc. of (A) the Schedule TO, (B) the 13E-3 Transaction Statement, (C) the Company Proxy Statement, if Company stockholder approval is a party required by law and (D) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws, (vi) any announcements or disclosures as may be required under the United Kingdom Listing Authority's (the "UKLA") Listing Rules or by which it the UKLA, or (vii) any of them or any of their properties or assets notices as may be bound required to be given to the Financial Services Authority in connection with Multex Investor Europe), or (iiid) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser, any of the WPZ Companies their respective affiliates, or any of their respective properties or assets, except in the case of clause (b), (c) or (d) such violations, breaches or defaults which, individually or in the aggregate, have not and are not reasonably likely to prevent or delay the consummation of the Offer and the Merger in any material respect or to impair or delay in any material respect the ability of each of Parent and Purchaser to perform its other obligations under this Agreement.

Consents and Approvals; No Violations. Except Subject to receipt of the Company Stockholder Approval, and except (a) for (i) any filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Securities Actof, the Exchange Act, the HSR Securities Act, state securities or state “blue sky” Laws, and any applicable filings under state securities, "Blue Sky" or takeover laws, (iib) for the filing of the Certificate Company Articles of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permitthe acceptance for record of the Company Articles of Merger by, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection the SDAT and the filing of the Company Merger Certificate and the Partnership Merger Certificate with the execution and DSOS, none of the execution, delivery or performance of this Agreement by WPZ or for the Company Parties, the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Company Parties of the transactions contemplated hereby or thereby the compliance by WPZ the Company Parties or the Company Subsidiaries with any of its Subsidiaries the provisions hereof will (i) conflict with or result in any breach or violation of any provision of the Certificates of Incorporation, Bylaws Company Governing Documents or other organizational documents of any of the WPZ CompaniesPartnership Governing Documents, (ii) require any filing by any of the Company Parties or any Company Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Authority, except (A) (I) the filing with the SEC of the Proxy Statement/Prospectus in preliminary and definitive form and of a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Company Merger will be registered pursuant to the Securities Act (together with any amendments or supplements thereto, the “Form S-4”), and the declaration of effectiveness of the Form S-4, and (II) the filing with the SEC of such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated hereby, (B) as may be required under the rules and regulations of the NYSE and Nasdaq, as applicable, and (C) such filings as may be required in connection with Transfer Taxes, (iii) require any consent or notice under, result in a material violation or breach by the Company or any Company Subsidiary of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation amendment, cancelation or acceleration) under, or otherwise result in any material diminution the triggering of any of the rights of the WPZ Companies with respect to, payment or result in the loss creation of any material benefit to Encumbrance on any property or asset of the creation of a lien, claim Company or other encumbrance on any of the properties or assets of any WPZ Company, Company Subsidiaries pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Company Material Contract to which the Company or any of the WPZ Companies Company Subsidiary is a party or by which it or any of them or any of their its respective properties or assets may be bound bound, or (iv) violate or conflict with any Law applicable to the Company or any Company Subsidiary or any of its respective properties or assets, excluding from the foregoing clauses (ii), (iii) violate any orderand (iv) such filings, writnotices, injunctionpermits, decreeauthorizations, statuteconsents, rule approvals, violations, breaches or regulation applicable defaults which would not, individually or in the aggregate, have, or would reasonably be expected to any of the WPZ Companies or any of their properties or assetshave, a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Act, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and or performance of this Agreement, the Local Purchase Agreements, the Transition Services Agreement or the other agreements contemplating hereby nor Transaction Documents or the consummation of the transactions contemplated hereby or and thereby by WPZ or any of its Subsidiaries Buyer will (ia) conflict with or result in any breach of violate any provision of the Certificates certificate of Incorporation, Bylaws incorporation or bylaws (or other organizational documents comparable governing documents) of Buyer, (b) require any of Governmental Filings with any Governmental Authority, except for (i) filings with the WPZ CompaniesFTC and the DOJ pursuant to the HSR Act, and the rules and regulations promulgated thereunder, (ii) requirements of any foreign Regulatory Laws and Laws regulating trade or exchange or currency controls, (iii) the notice or application to the NYSE for the acquisition and issuance of the shares of Buyer Common Stock constituting the Buyer Stock Consideration for trading thereon and (iv) such consents, waivers, approvals, licenses, authorizations, permits, filings or notifications which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to (1) be material to Buyer and (2) impair, hinder, delay or adversely affect in any material respect the ability of Buyer to perform its obligations under this Agreement and to consummate the Sale or other material transactions contemplated hereby, (c) conflict with, result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (under, or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution acceleration of any of the rights of the WPZ Companies with respect to, obligation or result in the a loss of any material benefit to or the creation of a lienwhich Buyer is entitled under, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract Contract or other instrument or obligation Permit to which any of the WPZ Companies Buyer is a party or by which it Buyer or any of them its properties or Assets may be bound, except such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses of benefit which would not, individually or in the aggregate, reasonably be expected to (1) be material to Buyer and (2) impair, hinder, delay or adversely affect in any material respect the ability of Buyer to perform its obligations under this Agreement and to consummate the Sale or other material transactions contemplated hereby or (d) assuming the making of the Governmental Filings and obtaining of the related approval referred to in clause (b)(i) or (b)(ii) above, violate any Law applicable to Buyer or by which any of their its properties or assets Assets may be bound bound, except for such violations which would not, individually or in the aggregate, reasonably be expected to (iii1) violate be material to Buyer and (2) impair, hinder, delay or adversely affect in any order, writ, injunction, decree, statute, rule material respect the ability of Buyer to perform its obligations under this Agreement and to consummate the Sale or regulation applicable to any of the WPZ Companies or any of their properties or assetsother material transactions contemplated hereby.

Consents and Approvals; No Violations. Except for Assuming (i) any applicable the filings required under the HSR Act are made and the waiting period thereunder has been terminated or has expired, (ii) voluntary notification under Section 721 of Exon-Florxx xx made, (iii) the prior notification and reporting requirements of the Securities ActEuropean Community pursuant to Council Regulation 4064/89, as amended (the "EU ANTITRUST LAWS") as well as any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are complied with or made, (iv) the requirements of the Exchange ActAct relating to the proxy statement or information statement required in connection with the Stockholders' Meeting (the "PROXY STATEMENT"), the HSR Actif any, and any applicable filings under state securities, "Blue Sky" or takeover lawsthe Offer are met, (iiv) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the GCL Delaware General Corporation Law, are made, (vi) such actions as are necessary in order to comply with the Industrial Security Regulations of the U.S. Department of Defense and (iiivii) those approval of the Merger and this Agreement by the stockholders of the Company, if required filingsby the Delaware General Corporation Law, registrationsis received, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the Company and the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Company of the transactions contemplated hereby will not: (A) violate or thereby by WPZ conflict with any provision of the Company's Certificate of Incorporation or the Company's By-Laws; (B) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to the Company or any of its Subsidiaries will or by which any of their respective properties or assets may be bound, except for such violations or conflicts which are not "material", as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or the Exchange Act, (iC) conflict with require any filing by the Company or result in any breach of its Subsidiaries with, or the obtaining by the Company or any of its Subsidiaries of any provision of permit, consent or approval of, or the Certificates of Incorporation, Bylaws or other organizational documents giving of any notice by the Company or any of its Subsidiaries to, any governmental or regulatory body, agency or authority, except for such filings, permits, consents or approvals which are not "material", as such term is commonly understood in connection with a Person's disclosure obligations under the WPZ Companies, Securities Act or the Exchange Act; or (iiD) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss creation of any material benefit to or the creation of a lien, claim security interest, charge or other encumbrance on upon any of the properties or assets of the Company or any WPZ Companyof its Subsidiaries under, pursuant or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract franchise, permit, agreement, contract, lease, franchise agreement or other instrument or obligation to which the Company or any of the WPZ Companies its Subsidiaries is a party party, or by which it any such Person or any of them or any of their its properties or assets may be bound are bound, except for such violations, breaches or (iii) violate any orderconflicts which are not "material", writ, injunction, decree, statute, rule as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or regulation applicable to any of the WPZ Companies or any of their properties or assetsExchange Act.

Consents and Approvals; No Violations. Except for (i) any filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or blue sky Laws, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing with or registration withnotice to, and no Permitpermit, authorization, consent or approval of, any public body or Governmental Authority or other third party Entity is necessary or required in connection with for the execution and delivery by the Parent or the Purchaser of this Agreement by WPZ or for the Related Agreements or the consummation by WPZ the Parent or the Purchaser of the transactions contemplated by this Agreement. Assuming that all filingshereby or thereby, registrations, Permitsexcept where the failure to obtain such permits, authorizations, consents and or approvals contemplated by or to make such filings or give such notice do not or would not reasonably be expected to have, individually or in the immediately preceding sentence have been duly made or obtainedaggregate, neither a Material Adverse Effect on the Parent. Neither the execution, delivery and performance of this Agreement and the Related Agreements by the Parent or the other agreements contemplating hereby Purchaser nor the consummation by the Parent or the Purchaser of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (i) conflict with or result in any breach of any provision of the Certificates respective certificate of Incorporation, Bylaws incorporation or other organizational documents of any bylaws (or similar governing documents) of the WPZ CompaniesParent or the Purchaser, (ii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract contract, agreement or other instrument or obligation to which any of the WPZ Companies Parent or the Purchaser is a party or by which it or any of them or any of their respective properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to any the Parent or the Purchaser, except in the case of (ii) or (iii) for violations, breaches or defaults which do not or would not reasonably be expected to have, individually or in the WPZ Companies or any of their properties or assetsaggregate, a Material Adverse Effect on the Parent.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Actexecution, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" delivery or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ or for Parent and Merger Sub, the consummation by WPZ Parent and Merger Sub of the transactions contemplated Merger or any of the other Transactions or compliance by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents Parent and approvals contemplated by Merger Sub with any of the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance provisions of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (ia) contravene, conflict with or result in any breach of any provision of the Certificates of IncorporationParent Governing Documents, Bylaws the Merger Sub Governing Documents or other the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the WPZ CompaniesExchange Act, (ii) any filings as may be required under the DGCL or the MGCL in connection with the Merger and the Parent Charter Amendments, (iii) such filings with the SEC as may be required to be made by Parent, including the Joint Proxy Statement and the Form S-4, (iv) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (v) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement or the Merger, or (vi) such filings as may be required in connection with state and local transfer Taxes), (c) result in any breach of or any loss of any benefit or material increase in any cost or obligation of the Parent or any Parent Subsidiary under, or result in a material modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any noteParent Material Contract, bondParent Lease or Parent Mortgage Agreement, mortgage(d) violate any Order or Law applicable to Parent, indenture, license, contract or other instrument or obligation to which any of the WPZ Companies is a party or by which it Merger Sub or any of them Parent Subsidiary or any of their properties respective properties, assets or assets may be bound operations, or (iiie) violate result in the creation or imposition of any orderLien (other than a Parent Permitted Lien) on any asset of Parent, writ, injunction, decree, statute, rule or regulation applicable to any of the WPZ Companies Merger Sub or any Parent Subsidiaries; except in each of their properties clauses (b), (c), (d) or assets(e) where (A) any failure to obtain such permits, authorizations, consents or approvals, (B) any failure to make such filings or (C) any such modifications, violations, rights, impositions, breaches or defaults has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except (a) for (i) any filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Securities Actof, the Exchange Act, the HSR Securities Act, state securities or state “blue sky” Laws, and any applicable filings under state securities, "Blue Sky" or takeover laws, (iib) for the filing of the Certificate Company Articles of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permitthe acceptance for record of the Company Articles of Merger by, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection the SDAT and the filing of the Company Merger Certificate and the Partnership Merger Certificate with the execution and DSOS, none of the execution, delivery or performance of this Agreement by WPZ or for Parent and Merger Sub, the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents Parent and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Merger Sub of the transactions contemplated hereby or thereby the compliance by WPZ Parent, Merger Sub or the Parent Significant Subsidiaries with any of its Subsidiaries the provisions hereof will (i) conflict with or result in any breach or violation of any provision of the Certificates of Incorporation, Bylaws Parent Governing Documents or other organizational documents of any of the WPZ CompaniesMerger Sub Governing Documents, (ii) require any filing by Parent, Merger Sub or any Parent Significant Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Authority, except (A) (1) the filing with the SEC of the Form S-4 and Proxy Statement/Prospectus, and the declaration of effectiveness of the Form S-4, and (2) the filing with the SEC of such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated hereby, (B) as may be required under the rules and regulations of the NYSE and Nasdaq, as applicable, and (C) such filings as may be required in connection with Transfer Taxes, (iii) require any consent or notice under, result in a material violation or breach by Parent, Merger Sub or any Parent Significant Subsidiary of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation amendment, cancelation or acceleration) under, or otherwise result in any material diminution the triggering of any of the rights of the WPZ Companies with respect to, payment or result in the loss creation of any material benefit to Encumbrance on any property or the creation asset of a lienParent, claim Merger Sub or other encumbrance on any of the properties or assets of any WPZ Company, Parent Significant Subsidiaries pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Parent Material Contract to which Parent, Merger Sub or any of the WPZ Companies Parent Significant Subsidiary is a party or by which it or any of them or any of their its respective properties or assets may be bound bound, or (iv) violate or conflict with any Law applicable to Parent, Merger Sub or any Parent Significant Subsidiary or any of its respective properties or assets, excluding from the foregoing clauses (ii), (iii) violate any orderand (iv) such filings, writnotices, injunctionpermits, decreeauthorizations, statuteconsents, rule approvals, violations, breaches or regulation applicable defaults which would not, individually or in the aggregate have, or would reasonably be expected to any of the WPZ Companies or any of their properties or assetshave, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. (a) Except for (i) any applicable requirements the filing of applications and notices, as applicable, with federal and state regulatory authorities governing consumer finance, commercial finance, mortgage lending and insurance in the Securities Act, states in which the Exchange Act, Company and its domestic Subsidiaries operate their respective businesses and the HSR Act, and any applicable filings under state securities, "Blue Sky" approval of such applications or takeover lawsthe grant of required Licenses by such authorities, (ii) the filing of applications and notices, as applicable, with the Certificate foreign governmental authorities regulating consumer finance, commercial finance, mortgage lending and insurance in the foreign jurisdictions in which the Subsidiaries operate their businesses, and the approval of Merger as such applications or the grant of required Licenses by the GCL and such authorities, (iii) those required filingsthe filing of notification and report forms with the United States Federal Trade Commission and the United States Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, registrationsas amended (the "HSR Act") and the expiration or termination of any applicable waiting period thereunder, consents(iv) the filing of apxxxxxxxxxx xxx xotices, as applicable, with foreign governmental authorities under the Foreign Competition Laws, and approvals the approval of such applications by such authorities, if required (including, without limitation, (x) in the instance of Australia, receipt of approval from the Treasurer under the Foreign Acquisitions and Takeovers Act, (y) in the instance of Canada, receipt of either an Advanced Ruling Certificate or no- action letter from the Bureau of Competition, in such form and to such effect as would be determined to be reasonably satisfactory, and (z) in the instance of the United Kingdom, receipt of a response from either the Office of Fair Trading or the Monopolies and Mergers Commission under the Merger Control Law, in such form and to such effect as would be determined to be reasonably satisfactory), (v) the Consents of third parties under the Contracts listed on Exhibit 6.4 attached heretoin Section 3.4(a)(v) of the Disclosure Schedule, and (vi) the assumption by Buyer of the Company's obligations under the Contracts identified in Section 3.4(a)(vi) of the Disclosure Schedule, no filing notices to, Consents or registration approvals of, or filings or registrations with, and no Permitany court, authorization, consent administrative agency or approval of, any public body or Governmental Authority commission or other governmental authority or instrumentality (each, a "Governmental Entity") or with any self-regulatory authority or with any third party is are necessary or required in connection with the execution and delivery by Parent and the Company of this Agreement and the consummation by Parent and the Company of the transactions contemplated hereby, except for such notices, Consents, approvals, filings or registrations, the failure of which to be made or obtained would not reasonably be expected to have a Material Adverse Effect. The notices, Consents, or approvals, filings or registrations, and expirations or terminations of waiting periods referred in clauses 3.4(a)(i) through 3.4(a)(iv), without giving effect for purposes of this definition to any qualifier as to materiality or Material Adverse Effect are hereinafter referred to as the "Requisite Regulatory Approvals". As of the date hereof, neither Parent nor the Company knows of any reason why the Requisite Regulatory Approvals should not be obtained. (b) Neither the execution and delivery of this Agreement by WPZ Parent or for the Company nor the consummation by WPZ Parent and the Company of the transactions contemplated by this Agreement. Assuming that all filingshereby, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby does nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (i) conflict with or result in any breach of any provision provisions of the Certificates certificate of Incorporation, Bylaws incorporation or by-laws of the Parent or Company or the certificate of incorporation or by-laws or other equivalent organizational documents of any of the WPZ Companies, Subsidiaries; (ii) subject to obtaining the Consents listed in Section 3.4(a)(v) of the Disclosure Schedule and the Buyer assuming the Company's obligations under the Contracts identified in Section 3.4(a)(vi) of the Disclosure Schedule, and except as set forth in Section 3.4(b) of the Disclosure Schedule, conflict with, result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default Default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, licenseLicense, contract Contract, agreement or other instrument or obligation to which the Parent or Company or any of the WPZ Companies Subsidiaries is a party or by which it or any of them or any of their respective properties or assets may be bound or bound; (iii) conflict with, result in a violation or breach of, or constitute a Default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any License or Permit; or (iv) subject to giving the notices, making the filings or registrations or obtaining the Consents or approvals referred to in clauses (i) through (vi) in paragraph (a) above, conflict with, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the WPZ Companies Subsidiaries or any of their respective properties or assets., except, in the case of clauses (ii), (iii) or (iv) of this paragraph (b) for violations, breaches or Defaults which would not reasonably be expected to have a Material Adverse Effect. 3.5

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Actexecution, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" delivery or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ Parent or for Merger Sub, the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made Parent or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Merger Sub of the transactions contemplated hereby or thereby compliance by WPZ Parent or Merger Sub with any of its Subsidiaries the provisions hereof will (ia) conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws or other organizational documents of any Parent or the Articles of the WPZ CompaniesIncorporation or Bylaws of Merger Sub, (iib) violate, conflict with or result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to provisions under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation material Contract to which any of the WPZ Companies Parent is a party (c) require any material filing by Parent or by which it Merger Sub with, or permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of them or the Exchange Act and Securities Act, (ii) any of their properties or assets filings as may be bound or required under the PBCL in connection with the Merger, (iii) the filing with the SEC and the New York Stock Exchange of (A) the Proxy Statement and (B) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws or (v) any filings in connection with the applicable requirements of the HSR Act or under the antitrust or competition Laws of applicable European Union jurisdictions), or (d) conflict with or violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, any of the WPZ Companies its Subsidiaries, or any of their properties or assets, except in the case of clause (b) or (c) such violations, breaches or defaults which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of either Parent or Merger Sub to perform its obligations under this Agreement or to consummate the Merger and the other transactions contemplated hereby (a “Parent Material Adverse Effect”), or prevent or materially delay the consummation of any the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for (i) any applicable requirements of the Securities Act, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the The execution and delivery of this Agreement by WPZ or for Parent and Sub do not, and the performance by Parent and Sub of this Agreement and the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents Parent and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Sub of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will not, (i) violate any provision of the articles of association (statuten), as last amended on August 2, 2010 of Parent or the memorandum of association or bye-laws of Sub, as currently in effect, (ii) assuming compliance with the matters referred to in Section 5.3(iv)(A)-(D), and subject to obtaining the Parent Shareholder Approval as described in Section 5.17, require any consent by any Person under, conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws or other organizational documents of any of the WPZ Companies, (ii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, under any Contract to which Parent or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation to which any of the WPZ Companies its Subsidiaries is a party or by which it or any of them or any of their properties or assets may be is bound or result in the creation of any Lien in or upon any of the properties, rights or assets of Parent or Sub, (iii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, any of the WPZ Companies its Subsidiaries or any of their properties or assetsassets or (iv) other than in connection with or compliance with (A) the Laws of Bermuda (including the completion of the Statutory Merger Formalities), (B) the HSR Act and other Antitrust Laws, (C) Nasdaq Rules and listing standards and (D) the Exchange Act, require on the part of Parent or Sub any filing or registration with or notification to, or require Parent to obtain any authorization, consent or approval of, any Governmental Entity, except in the case of clauses (ii), (iii) and (iv), for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for Assuming that (ia) the Governmental Approvals required to Convey any applicable requirements real property or Governmental Permits to Acquiror have been made or obtained, and (b) the Governmental Approvals set forth on Section 2.03 of the Securities ActSeller Disclosure Letter have been obtained, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement and the Ancillary Agreements by WPZ or for Acquiror and the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Acquiror of the transactions contemplated hereby or and thereby by WPZ or any of its Subsidiaries do not and will not (i) violate or conflict with or result in any breach of any provision of the Certificates certificate of Incorporation, Bylaws incorporation or other organizational documents bylaws (or the comparable governing documents) of Acquiror or any member of the WPZ CompaniesAcquiror Group, (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Acquiror or any member of the Acquiror Group or by which any of its or their properties or assets may be bound, (iii) require any Governmental Approval, or (iv) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (under or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, under or result in the loss creation of any material benefit to or the creation of a lien, claim or other encumbrance on Security Interest upon any of the material properties or assets of Acquiror or its Subsidiaries or give rise to any WPZ Companyobligation, pursuant to right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Contract to which any member of the WPZ Companies Acquiror Group is a party party, excluding in the case of clauses (ii) through (iv) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, cancellations, accelerations or by required approvals which it would not reasonably be expected to have, individually or any of them or any of their properties or assets may be bound or (iii) violate any orderin the aggregate, writ, injunction, decree, statute, rule or regulation applicable to any of the WPZ Companies or any of their properties or assetsan Acquiror MAE.

Consents and Approvals; No Violations. Except for Assuming (i) any applicable requirements of the Securities Act, the Exchange Act, filings required under the HSR Act, are made and any applicable filings under state securities, "Blue Sky" the waiting period thereunder has been terminated or takeover lawshas expired, (ii) voluntary notification under Section 721 of Exon-Florxx xx made, (iii) the prior notification and reporting requirements of the European Community pursuant to the EU Antitrust Laws as well as any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made, (iv) the requirements of the Exchange Act relating to the Proxy Statement, if any, and the Offer are met, (v) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the GCL Delaware General Corporation Law, are made, (vi) such actions as are necessary in order to comply with Industrial Security Regulations of the U.S. Department of Defense and (iiivii) those approval of the Merger and this Agreement by the stockholders of the Company, if required filingsby the Delaware General Corporation Law, registrationsis received, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for Parent and Sub and the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents Parent and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Sub of the transactions contemplated hereby will not: (A) violate or thereby by WPZ conflict with any provision of the Articles of Association of Parent or the Certificate of Incorporation or the By-Laws of Sub; (B) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Parent or any of its Subsidiaries will subsidiaries or by which either of their respective properties or assets may be bound, except for such violations or conflicts which are not "material", as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or the Exchange Act; (iC) conflict with require any filing with, or result in any breach permit, consent or approval of, or the giving of any provision of notice to, any governmental or regulatory body, agency or authority, except for such filings, permits, consents or approvals which are not "material", as such term is commonly understood in connection with a Person's disclosure obligations under the Certificates of Incorporation, Bylaws Securities Act or other organizational documents of any of the WPZ Companies, Exchange Act; or (iiD) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss creation of any material benefit to or the creation of a lien, claim security interest, charge or other encumbrance on upon any of the properties or assets of Parent, or any WPZ Companyof its subsidiaries under, pursuant or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract franchise, permit, agreement, contract, lease, franchise agreement or other instrument or obligation to which Parent or any of the WPZ Companies its subsidiaries is a party party, or by which it any such Person or any of them or any of their its properties or assets may be bound are bound, except for such violations, breaches or (iii) violate any orderconflicts which are not "material", writ, injunction, decree, statute, rule as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or regulation applicable to any of the WPZ Companies or any of their properties or assetsExchange Act.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Actexecution, delivery or performance of this Agreement by the Company or the Company Operating Partnership, the Exchange Actconsummation by the Company of the Merger or any of the other Transactions, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) consummation by the filing Company Operating Partnership of the Certificate of Merger as required by the GCL and (iii) those required filingsTransactions, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this the Voting Agreement or compliance by WPZ the Company or for the consummation by WPZ Company Operating Partnership with any of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance provisions of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (ia) contravene, conflict with or result in any breach of any provision of the Certificates of IncorporationCompany Governing Documents, Bylaws the comparable organizational or other organizational governing documents of any Company Subsidiary or the Company Operating Partnership Agreement, (b) require any filing by the Company or any Company Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental, quasi-governmental or other regulatory authority, instrumentality or agency, whether foreign, federal, state, local or supranational (a “Governmental Entity”) (except for (i) compliance with any applicable requirements of the WPZ CompaniesSecurities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (ii) any filings as may be required under the DGCL or the MGCL in connection with the Merger, (iii) such filings with the Securities and Exchange Commission (the “SEC”) as may be required to be made by the Company in connection with this Agreement and the Merger, including (A) a joint proxy statement in preliminary and definitive form relating to the Company Stockholder Meeting and the Parent Stockholder Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (B) a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), (iv) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (v) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement or the Merger, or (vi) such filings as may be required in connection with state and local transfer Taxes), (c) result in any breach of or any loss of any benefit or material increase in any cost or obligation of the Company or any Company Subsidiary under, or result in a material modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any noteCompany Material Contract or Company Lease, bond, mortgage, indenture, license, contract (d) violate any Order or other instrument Law applicable to the Company or obligation to which any of the WPZ Companies is a party or by which it or any of them Company Subsidiaries or any of their properties respective properties, assets or assets may be bound operations, or (iiie) violate result in the creation or imposition of any order, writ, injunction, decree, statute, rule Lien (other than a Company Permitted Lien) on any asset of the Company or regulation applicable to any of the WPZ Companies Company Subsidiaries; except in each of clauses (b), (c), (d) or (e) where (x) any of their properties failure to obtain such permits, authorizations, consents or assetsapprovals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults has not had and would not reasonably be expected to have a Company Material Adverse Effect. The representations and warranties set forth in this Section 3.5 are not made with respect to the Financing.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Actexecution, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" delivery or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ or for the Company, the consummation by WPZ the Company of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated Merger or any other Transaction or compliance by the immediately preceding sentence have been duly made or obtained, neither Company with any of the execution, delivery and performance provisions of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (ia) conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws Company Governing Documents or other the comparable organizational or governing documents of any Company Significant Subsidiary, (b) require any filing by the Company or any Company Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether foreign, federal, state, local or supranational, or any self-regulatory or quasi-governmental authority (each, a “Governmental Entity”) (except for (i) compliance with any applicable requirements of the WPZ CompaniesSecurities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (ii) any filings as may be required under the LLC Act and the MGCL in connection with the Merger, (iii) filings, permits, authorizations, consents and approvals as may be required under any applicable foreign competition Law or applicable foreign investment Law, (iv) such filings with the Securities and Exchange Commission (the “SEC”) as may be required to be made by the Company in connection with this Agreement and the Merger, including (A) a joint proxy statement in preliminary and definitive form relating to the Company Shareholder Meeting and the Parent Shareholder Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (B) a registration statement on Form S-4 pursuant to which the offer and sale of Parent Common Shares in the Merger and the Parent Series A Preferred Shares will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), (v) such filings as may be required under the rules and regulations of the New York Stock Exchange (“NYSE”) in connection with this Agreement or the Merger, (vi) such filings as may be required in connection with state and local transfer Taxes, or (vii) any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder, (c) result in a material modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any noteCompany Material Contract, bondor (d) violate any Order or Law applicable to the Company, mortgage, indenture, license, contract or other instrument or obligation to which any Subsidiary of the WPZ Companies is a party or by which it or any of them Company, or any of their properties respective properties, assets or assets may be bound operations; except in each of clauses (b), (c) or (iiid) violate where (x) any orderfailure to obtain such permits, writauthorizations, injunctionconsents or approvals, decree(y) any failure to make such filings or (z) any such modifications, statuteviolations, rule rights, impositions, breaches or regulation applicable defaults has not had and would not reasonably be expected to any have, individually or in the aggregate, a Company Material Adverse Effect or have a material adverse effect on the ability of the WPZ Companies or any of their properties or assetsCompany to consummate the Merger and the other Transactions.

Consents and Approvals; No Violations. Except for (i) any applicable requirements of the Securities Act, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither Neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby by Parent and Subsidiary, nor the consummation by Parent and Subsidiary of the transactions contemplated hereby or and thereby by WPZ or any of its Subsidiaries will (i) conflict with or result in any breach of any provision of the Certificates respective certificate of Incorporation, Bylaws incorporation or other organizational documents bylaws of any of the WPZ CompaniesParent and Subsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract contract, agreement or other instrument or obligation to which Parent or any of the WPZ Companies its Subsidiaries is a party or by which it or any of them or any of their properties or assets may be bound or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of the WPZ Companies its Subsidiaries or any of their properties or assets, except in the case of clauses (ii), (iii) and (iv) for violations, breaches or defaults that individually or in the aggregate would not prevent or materially delay the consummation of the Offer or the Merger, except in the case of clause (ii) for (A) the filing with the SEC of the Offer Documents or such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (B) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (C) filings required pursuant to the HSR Act, (D) filings necessary to satisfy the applicable requirements of state securities or "blue sky" laws, (E) those required under the rules and regulations of the NYSE, (F) any novations or consents required in connection with Government Contracts, (G) any filings required under the DOD Industrial Security Manual for Safeguarding Classified Information, and (H) any filings required under U.S. Export Control Laws.

Consents and Approvals; No Violations. Except for (i) any applicable requirements of the Securities Act, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" No filing with or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration withnotice to, and no Permitpermit, authorization, registration, consent or approval of, any public body Governmental Entity is required on the part of AHD or Governmental Authority AHD GP for the execution, delivery and performance by AHD or AHD GP of this Agreement or the consummation by AHD or AHD GP of the transactions contemplated by this Agreement, except (a) State or federal licenses or permits relating to the Transferred Business, (b) such reports under and such other third party is necessary or compliance with the Exchange Act and the Securities Act as may be required in connection with the execution and delivery of this Agreement by WPZ and the transactions contemplated hereby, including the filing with the SEC of the Written Consent Information Statement, (c) such filings with and approvals as may be necessary to comply with the rules and regulations of the New York Stock Exchange and (d) any such filings, notices, permits, authorizations, registrations, consents or for approvals, the consummation by WPZ failure to make or obtain would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of AHD or AHD GP to timely consummate the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by compliance with the immediately items described in clauses (a) through (d) of the preceding sentence have been duly made or obtainedsentence, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby by AHD and AHD GP nor the consummation by AHD and AHD GP of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries this Agreement will (i) conflict with or result in any breach breach, violation or infringement of any provision of the Certificates respective Constituent Documents of Incorporation, Bylaws AHD or other organizational documents of any of the WPZ CompaniesAHD GP, (ii) result in a material breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to the creation of any Lien (except for any Liens that could not reasonably be expected to, individually or in the aggregate, materially interfere with the present or intended use by the Atlas Post-Closing Business, or materially detract from the value of the property encumbered thereby)), or any right of termination, amendment, cancellation or acceleration) acceleration under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Contract to which any of the WPZ Companies AHD or AHD GP is a party or by which it or any of them or any of their respective properties or assets may be are bound or (iii) violate or infringe any order, writ, injunction, decree, statute, rule Law or regulation Order applicable to any of the WPZ Companies AHD or AHD GP or any of their respective properties or assets, except in the cases of clauses (ii) and (iii), for such breaches, violations, infringements or Liens that would not, individually or in the aggregate, have a material adverse effect on AHD or AHD GP’s ability to timely consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for (ia) any applicable the Consents as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"); (b) the approval of the sale of the CSL Stock by the holders of the common stock of CLJ; (c) compliance with the requirements of each of the Securities ActMarriott Agreements (including, without limitation, Section 18 of the Exchange Act, several Operating Agreements and of Section 2 of the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, Noncompetition Agreement); (iid) the filing Consents listed in SECTION 6.1(c) of the Certificate of Merger as required by the GCL Disclosure Schedule; and (iiie) those Consents required filingsfor healthcare Permits (including Medicare and Medicaid provider agreements), registrationsnone of the execution, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing delivery or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ CLJ or for CSL, or the consummation by WPZ CLJ or CSL of any of the transactions contemplated by this Agreement. Assuming that all filingshereby, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (i) conflict with or result in any breach of any provision of the Certificates Organizational Documents of Incorporation, Bylaws CLJ or other organizational documents of any of the WPZ CompaniesAcquired Company, (ii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to require any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution Consent of any of the rights of the WPZ Companies with respect toGovernmental Entity, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation to which any of the WPZ Companies is a party or by which it or any of them or any of their properties or assets may be bound or (iii) violate any orderContract, writLaw, injunction, decree, statute, rule Order or regulation applicable Permit to which CLJ or any of the WPZ Companies Acquired Company is a party or that is binding on or affects any of their properties or assets, excluding, however, from the foregoing clauses (ii) and (iii), such Consents, the failure of which to obtain would not, and violations, breaches or defaults, the occurrence of which would not, in either case individually or in the aggregate, have a Material Adverse Effect. SNH and ACQ. SUB acknowledge that (A) the representation and warranty set forth in this SECTION 3.6, insofar as pertaining to the conversion of certain Acquired Companies pursuant to SECTION 5.6, is given only to the Knowledge of CLJ and (B) no representation is given with respect to any Consents required in connection with the Leases.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Actexecution, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" delivery or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ Parent or for Merger Sub, the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made Parent or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Merger Sub of the transactions contemplated hereby or thereby compliance by WPZ Parent or Merger Sub with any of its Subsidiaries the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificates Certificate of Incorporation, the Bylaws or other similar organizational documents of any of the WPZ CompaniesParent or Merger Sub, (ii) require any filing by Parent or Merger Sub with, or permit, authorization, consent or approval of, any Governmental Entity except for (A) compliance with any applicable requirements of the Exchange Act and Securities Act, (B) any filings as may be required under the DGCL in connection with the Merger, (C) the filing with the SEC of (1) the Form S-4 and (2) such reports under applicable requirements of the Securities Act, the Exchange Act and state securities and "blue sky" laws, as may be required in connection with this Agreement and the transactions contemplated hereby, (D) any filings with or approvals of the NASDAQ Stock Market or (E) any filings in connection with the applicable requirements of the HSR Act or under the antitrust or competition Laws of applicable foreign jurisdictions, (iii) result in a material violation or breach ofof or the loss of any benefit under, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss creation of any material benefit to or Encumbrance on the creation of a lien, claim or other encumbrance on any assets and properties of the properties Parent or assets of any WPZ CompanySubsidiary under, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Contract to which the Parent or any of the WPZ Companies Subsidiary is a party or by which it or any of them or any of their respective properties or assets may be bound or (iiiiv) assuming that all consents, approvals, authorizations and other actions described in subsection (ii) have been obtained and all filings and obligations in subsection (ii) have been made or complied with, conflict with or violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Parent, any of the WPZ Companies Subsidiary or any of their respective properties or assets, except in the case of clauses (ii) or (iii) where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such violations, breaches, defaults or Encumbrances could not, individually or in the aggregate, reasonably be expected to impair in any material respect the ability of each of Parent and Merger Sub to perform its obligations under this Agreement, as the case may be, or prevent or materially delay the consummation of any the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Act, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ MIC, the performance of or for compliance with this Agreement, the consummation by WPZ MIC of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made Merger or obtained, neither the execution, delivery and performance of this Agreement or the any other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby compliance by WPZ or MIC with any of its Subsidiaries the provisions of this Agreement will (i) assuming receipt of MIC Stockholder Approval, conflict with or with, result in any breach of or violate any provision of the Certificates of Incorporation, Charter or Bylaws or other the comparable organizational or governing documents of any of the WPZ CompaniesMIC Subsidiary, (ii) require any filing by MIC or any MIC Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Authority (except for (w) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, any applicable requirements of the Exchange Act and the Securities Act, (x) any filings as may be required under the MGCL or the Maryland REIT Law in connection with the Merger, (y) such filings with the SEC as may be required to be made by MIC in connection with this Agreement and the Merger or (z) such filings as may be required in connection with state and local transfer taxes), (iii) require any consent or approval under, result in a material any modification, violation or breach of, or any loss of any benefit or increase in any cost or obligation of MIC or any MIC Subsidiary under, or constitute a default (or an event which with or without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) a material default (of, or give rise to any right of terminationpurchase, cancellation first offer or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, forced sale under or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance lien on any property or asset of the properties MIC or assets of any WPZ CompanyMIC Subsidiary pursuant to, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract MIC agreement or other instrument or obligation to which any of the WPZ Companies is a party or by which it or any of them or any of their properties or assets may be bound MIC Lease or (iiiiv) violate any order, writ, injunction, decree, statute, rule decree or regulation Law applicable to any of the WPZ Companies MIC or any of their its properties or assets; except in respect of clauses (ii), (iii) or (iv) where (1) such failures to obtain such permits, authorizations, consents or approvals, (2) such failures to make such filings or (3) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or liens have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect.

Consents and Approvals; No Violations. Except for Assuming (ia) the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), are made and the waiting periods thereunder (if applicable) have been terminated or expired and any Governmental Approvals required under any other Antitrust Law have been obtained or satisfied, (b) the Governmental Approvals required to Convey any Real Property or Governmental Permits to Acquiror have been made or obtained, (c) the applicable requirements of the Securities Act, Act and the Exchange ActAct are met, (d) the HSR Act, and requirements under any applicable filings under state securities, "Blue Sky" securities or takeover lawsblue sky Laws are met, (iie) the requirements of the NYSE in respect of the listing of the shares of Acquiror New Common Stock to be issued hereunder are met and (f) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the GCL and (iii) those required filings, registrations, consentsDGCL, and approvals listed on Exhibit 6.4 attached heretothe filing of the Acquiror Certificate with the Secretary of State of the State of Delaware pursuant to Section 2.05, no filing or registration withare made, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement and the Ancillary Agreements by WPZ or for Parent and SplitCo, the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents Parent and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation SplitCo of the transactions contemplated hereby and thereby do not and will not (i) violate or thereby by WPZ conflict with any provision of their respective certificates or articles of incorporation, bylaws or code of regulations (or the comparable governing documents), (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Parent or any of its Subsidiaries or by which any of their respective properties or assets that will (i) conflict with be contributed to SplitCo or result in any breach of any provision that are owned by the Galleria Entities as of the Certificates of Incorporation, Bylaws or other organizational documents of any of the WPZ CompaniesBusiness Transfer Time may be bound, (iiiii) require any Governmental Approval, or (iv) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (under or give rise to any right of termination, cancellation or acceleration) , or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any noteGalleria Material Contract, bondexcluding in the case of clauses (ii) through (iv) above, mortgage(x) conflicts, indentureviolations, licenseapprovals, contract breaches, defaults, rights of terminations, cancellations, accelerations, increases or other instrument losses which would not reasonably be expected, individually or obligation in the aggregate, to which be material to the Galleria Business and (y) any of Security Interests created in connection with the WPZ Companies is a party or by which it or any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any of the WPZ Companies or any of their properties or assetsGalleria Credit Facility.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Actexecution, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" delivery or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ each of Parent or for Merger Sub and delivery of the Plan of Merger by Merger Sub, the consummation by WPZ each of Parent or Merger Sub of the transactions contemplated Merger or any of the Transaction or compliance by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by each of Parent or Merger Sub with any of the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance provisions of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (ia) conflict with or result in any breach of any provision of the Certificates memorandum and articles of Incorporationassociation of either Parent or Merger Sub; (b) require any filing by either Parent or Merger Sub with, Bylaws or other organizational documents the obtaining of any permit, authorization, consent or approval of, any Governmental Entity, except for (i) compliance with any applicable requirements of the WPZ Companies, Securities Act and the Exchange Act; (ii) the filing of the Plan of Merger and related documentation with the Registrar of Companies and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the Companies Act; (iii) such filings with the SEC as may be required to be made by either Parent or Merger Sub in connection with this Agreement and the Merger, including the filing of the Schedule 13E-3, which shall incorporate by reference the Proxy Statement, and the filing of one or more amendments to the Schedule 13E-3 to respond to comments of the SEC, if any, on the Schedule 13E-3; (iv) such filings as may be required under the rules and regulations of Nasdaq in connection with this Agreement or the Merger; and (v) such filings as may be required in connection with state and local transfer Taxes); (c) result in a material modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right, including any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Contract to which any of the WPZ Companies Parent or Merger Sub is a party party; or by which it (d) violate any Order or any of them Law applicable to Parent, Merger Sub or any of their properties respective properties, assets or assets may be bound operations; except in each of clauses (b), (c) or (iiid) violate where (A) any orderfailure to obtain such permits, writauthorizations, injunctionconsents or approvals; (B) any failure to make such filings; or (C) any such modifications, decreeviolations, statuterights, rule impositions, breaches or regulation applicable defaults, individually or in the aggregate, has not had and would not reasonably be expected to prevent, materially delay or materially impede or impair the ability of each of Parent and Merger Sub to consummate the Merger and the other Transactions. Merger Sub has not created any fixed or floating security interests that are outstanding as of the WPZ Companies or any date of their properties or assetsthis Agreement.

Consents and Approvals; No Violations. Except for (i) any filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or blue sky Laws, the HSR Act, the German Cartel Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing and recordation of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached heretoDGCL, no filing with or registration withnotice to, and no Permitpermit, authorization, consent consent, or approval of, any public body or Governmental Authority or other third party Entity is necessary or required in connection with for the execution and delivery by Parent or MergerSub of this Agreement by WPZ or for the consummation by WPZ Parent or MergerSub of the transactions Transactions contemplated by this Agreement. Assuming that all filingshereby, registrations, Permitsexcept where the failure to obtain such permits, authorizations, consents and consents, or approvals contemplated by or to make such filings or give such notice do not or would not reasonably be expected to have, individually or in the immediately preceding sentence have been duly made or obtainedaggregate, neither a Material Adverse Effect on Parent. Neither the execution, delivery delivery, and performance of this Agreement by Parent or the other agreements contemplating hereby MergerSub nor the consummation by Parent or MergerSub of the transactions Transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (i) conflict with or result in any breach of any provision of the Certificates respective certificate of Incorporation, Bylaws incorporation or other organizational documents bylaws of any of the WPZ CompaniesParent or MergerSub, (ii) result in a material violation or breach of, or constitute (with or without due notice notice, or lapse of time time, or both) a material default (or give rise to any right of termination, cancellation amendment, cancellation, or accelerationacceleration or Lien) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions conditions, or provisions of any note, bond, mortgage, indenture, lease, license, contract contract, agreement, or other instrument or obligation to which any of the WPZ Companies Parent or MergerSub is a party or by which it or any of them or any of their respective assets or properties or assets may be bound bound, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to any of the WPZ Companies Parent or MergerSub or any of their properties respective assets or assetsproperties, except in the case of 34 42 clause (ii) or (iii) for violations, breaches, or defaults which do not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Actexecution, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" delivery or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ or for Parent, the consummation by WPZ Parent of the transactions contemplated Merger or any other Transaction or compliance by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by Parent with any of the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance provisions of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (ia) conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws Parent Governing Documents or other the comparable organizational or governing documents of any Parent Significant Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the WPZ CompaniesExchange Act, (ii) any filings as may be required under the LLC Act, the MRL and the MGCL in connection with the Merger and the classification of Parent Series A Preferred Shares, (iii) filings, permits, authorizations, consents and approvals as may be required under any applicable foreign competition Law or applicable foreign investment Law, (iv) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, including the Joint Proxy Statement and the Form S-4, (v) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement or the Merger, (vi) such filings as may be required in connection with state and local transfer Taxes, or (vii) any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder, (c) result in a material modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any noteParent Material Contract, bondor (d) violate any Order or Law applicable to Parent, mortgage, indenture, license, contract or other instrument or obligation to which any of the WPZ Companies is a party or by which it or any of them Parent Subsidiary or any of their properties respective properties, assets or assets may be bound operations; except in each of clauses (b), (c) or (iiid) violate where (x) any orderfailure to obtain such permits, writauthorizations, injunctionconsents or approvals, decree(y) any failure to make such filings or (z) any such modifications, statuteviolations, rule rights, impositions, breaches or regulation applicable defaults has not had and would not reasonably be expected to any have, individually or in the aggregate, a Parent Material Adverse Effect or have a material adverse effect on the ability of Parent to consummate the WPZ Companies or any of their properties or assetsMerger and the other Transactions.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Actexecution, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" delivery or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ or for the Company, the consummation by WPZ the Company of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated Merger or any other Transaction or compliance by the immediately preceding sentence have been duly made or obtained, neither Company with any of the execution, delivery and performance provisions of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (ia) conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws Company Governing Documents or other the comparable organizational or governing documents of any of its Subsidiaries, (b) require any filing by the WPZ CompaniesCompany or any of its Subsidiaries with, or the obtaining of any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether foreign, federal, state, local or supranational, or any self-regulatory or quasi-governmental authority (each, a “Governmental Entity”) (except for (i) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (ii) the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, (iii) filing, permits, authorizations, consents and approvals as may be required under any applicable competition Law or applicable investment Law (collectively, “Competition Laws”), (iv) such filings with the Securities and Exchange Commission (the “SEC”) as may be required to be made by the Company in connection with this Agreement and the Merger, including (A) the joining of the Company in the filing of the Schedule 13E-3, which shall incorporate by reference the proxy statement relating to the authorization and approval of the Merger (including any amendment or supplement thereto, the “Proxy Statement”), and the filing or furnishing of one or more amendments to the Schedule 13E-3 to respond to comments of the SEC, if any, on the Schedule 13E-3, (v) such filings as may be required under the rules and regulations of NASDAQ in connection with this Agreement or the Merger, (vi) such filings as may be required in connection with state and local transfer Taxes, or (vii) any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder), (c) result in a material modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right, including any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any noteContract, bondor (d) violate any Order or Law applicable to the Company, mortgage, indenture, license, contract or other instrument or obligation to which any Subsidiary of the WPZ Companies is a party or by which it or any of them Company, or any of their properties respective properties, assets or assets may be bound operations; except in each of clauses (b), (c) or (iiid) violate where (x) any orderfailure to obtain such permits, writauthorizations, injunctionconsents or approvals, decree(y) any failure to make such filings, statuteor (z) any such modifications, rule violations, rights, impositions, breaches or regulation applicable defaults, individually or in the aggregate, has not had and would not reasonably be expected to any have, a Material Adverse Effect or a material adverse effect on the ability of the WPZ Companies or any of their properties or assetsCompany to consummate the Merger and the other Transactions.

Consents and Approvals; No Violations. Except No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by each Shareholder Party of his obligations hereunder, other than such consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by such Shareholder Party of any of his obligations under this Agreement. Except, with respect to the Shareholder Parties party thereto, as may be provided under that certain Shareholders Agreement (i) any applicable requirements the “Company Shareholders Agreement”), dated as of the Securities ActOctober 20, the Exchange Act1997, the HSR Actamended as of August 11, 1999 and August 27, 2003, by and between Wxxxxxx X. Xxxxxx and Mxxx X. Xxxxx (as successor to TCRI Liquidating, L.L.C. (as successor to Terbem Limited, TCR International Partners, LP, Bobst Investment Corp., and any applicable filings under state securitiesTCRI Offshore Partners, "Blue Sky" or takeover lawsCV (as successor to Tinvest Limited and Mitvest Limited)), Quilvest American Equity, Ltd. (ii) the filing of the Certificate of Merger formerly Teribe Limited and also known as required by the GCL and (iii) those required filingsQuilvest American Equity, registrations, consentsLtd. Can), and approvals listed on Exhibit 6.4 attached heretoSociete Internationale de Finance), no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with neither the execution and delivery of this Agreement by WPZ or for each Shareholder Party, nor the consummation by WPZ such Shareholder Party of the transactions contemplated hereby, nor compliance by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation such Shareholder Party with any of the transactions contemplated hereby terms or thereby by WPZ provisions hereof, will (x) violate any law, judgment, writ or injunction of any Governmental Entity applicable to such Shareholder Party or any of its Subsidiaries will (i) conflict with his properties or result in any breach of any provision of the Certificates of Incorporation, Bylaws or other organizational documents of any of the WPZ Companies, (ii) result in a material violation or breach ofassets, or constitute (with or without due notice or lapse of time or bothy) a material default (or give rise to any right of terminationviolate, cancellation or acceleration) underconflict with, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of a lien, claim or other encumbrance on any Lien upon any of the properties or assets of any WPZ Companysuch Shareholder Party under, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract permit, lease, agreement or other instrument or obligation to which any of the WPZ Companies such Shareholder Party is a party party, or by which it or any of them or any of their his properties or assets may be bound or (iii) violate any orderaffected, writexcept for such violations, injunctionconflicts, decreelosses, statutedefaults, rule terminations, cancellations, accelerations or regulation applicable Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by such Shareholder Party of any of the WPZ Companies or any of their properties or assetshis obligations under this Agreement.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Actexecution, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" delivery or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ or for AVRA, the consummation by WPZ AVRA of the Merger and the other transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated Agreement or compliance by AVRA with any of the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance provisions of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will will: (i) conflict with or result in any breach of any provision of the Certificates Articles of IncorporationIncorporation or Bylaws of AVRA; (ii) require any filing by AVRA with, Bylaws or require any permit, authorization, consent or approval of, any Governmental Entity or any other organizational documents of Person, except for (A) compliance with any applicable requirements of the WPZ CompaniesExchange Act; (B) any filings as may be required under the FCBA in connection with the Merger; (C) compliance with any applicable requirements of or rules and regulations under the Securities Act and the Exchange Act; and (D) such filings and approvals as may be required by any applicable state securities, (iiblue sky or takeover Laws;(iii) result in a material violation or breach ofof or the loss of any benefit under, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss creation of any material benefit to or Encumbrance (other than Permitted Encumbrances) on the creation assets and properties of a lienAVRA under, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Contract to which any of the WPZ Companies AVRA is a party or by which it AVRA or any of them or any of their its properties or assets may be bound bound; or (iv) assuming that all consents, approvals, authorizations and other actions described herein have been obtained and all filings and obligations herein have been made or complied with, conflict with or violate any Law applicable to AVRA or any of its properties or assets, except in the case of clause (ii), (iii) violate or (iv), as would not, individually or in the aggregate, (A) reasonably be expected to have an AVRA Material Adverse Effect or (B) impair in any ordermaterial respect the ability of AVRA to perform its obligations under this Agreement or to consummate the Merger, writ, injunction, decree, statute, rule or regulation applicable to prevent or materially delay the consummation of any of the WPZ Companies or any of their properties or assetsMerger and the other transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for (i) any filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, the HSR Act, and any applicable the FCC Act, the NYSE, filings under state securities, securities or "Blue Skyblue sky" or takeover laws, (ii) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by and the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery Secretary of this Agreement by WPZ or for the consummation by WPZ State of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents State of Ohio of the Certificate of Merger and approvals contemplated by as may be necessary as a result of any facts or circumstances relating solely to the immediately preceding sentence have been duly made or obtainedCompany and its Subsidiaries, neither the execution, delivery and or performance of this Agreement or the other agreements contemplating hereby by Buyer nor the consummation by Buyer of the transactions contemplated hereby or thereby nor compliance by WPZ or Buyer with any of its Subsidiaries the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificates respective charter or bylaws of Incorporation, Bylaws or other organizational documents of any of the WPZ CompaniesBuyer , (ii) require any filing by Buyer or its Subsidiaries with, or permit, authorization, consent or approval to be obtained by Buyer or its Subsidiaries of, any Governmental Entity, (iii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Contract to which Buyer or any of the WPZ Companies its Subsidiaries is a party or by which it or any of them or any of their properties or assets may be bound or (iiiiv) violate any order, writ, injunction, decree, statute, ordinance, rule or regulation applicable to any of the WPZ Companies Buyer or any of its Subsidiaries, except, in the case of clause (ii), (iii) or (iv), for failures to file or obtain, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Buyer or the ability of Buyer to consummate the transactions contemplated hereby. Buyer has no knowledge of any facts or circumstances relating to Buyer or any of its Subsidiaries, that, individually or in the aggregate, would prevent any necessary approval of the transactions contemplated by this Agreement under the FCC Act. Buyer is legally and financially qualified and, to Buyer's knowledge, otherwise qualified to hold, or control the entities which hold or will hold, the FCC Licenses currently held or controlled by the Company or to be held by Buyer or any person under their properties control after the Effective Time, and are not aware of any facts or assetscircumstances that might prevent or delay prompt consent to or waivers for the FCC Application.

Consents and Approvals; No Violations. Except for Assuming (ia) the filings required under the Hart-Scott Rodino Antitrust Improvement Act of 1976, as amended (thx "XSX Xxx") xxx any other applicable Antitrust Law, are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the Securities Act, Act and state securities or "blue sky" laws and the Exchange ActAct are met, including the HSR Actfiling with the SEC of a proxy statement in definitive form that will be mailed to Strawberry Stockholders in connection with the Strawberry Stockholders Meeting (the "Proxy Statement"), and any (c) the required notices to the NYSE related to the Transactions are delivered, (d) compliance with applicable filings under state securities, "Blue Sky" or takeover foreign competition laws, (iie) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the GCL DGCL, are made, (f) the filing of the Strawberry Charter Amendment and (iiig) those required filingsthe Strawberry Stockholder Approval and approval by Parent in its capacity as sole stockholder of MergerSub is obtained, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a Party by WPZ or for Parent and MergerSub and the consummation by WPZ each of Parent and MergerSub of the transactions contemplated by this Agreement. Assuming that all filingsTransactions, registrations, Permits, authorizations, consents do not and approvals contemplated by the immediately preceding sentence have been duly made will not (i) violate or obtained, neither the execution, delivery and performance conflict with any provision of this Agreement their respective certificates of incorporation or bylaws or the other agreements contemplating hereby nor the consummation comparable governing documents of the transactions contemplated hereby any of its Subsidiaries, (ii) violate or thereby by WPZ conflict with any Law or Order applicable to Parent or any of its Subsidiaries will or by which any of their respective properties or assets may be bound, (iiii) conflict with require any filing with, or result in any breach Permit, consent or approval of, or the giving of any provision of the Certificates of Incorporationnotice to, Bylaws any Governmental Entity, or other organizational documents of any of the WPZ Companies, (iiiv) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (under, or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect toacceleration of, or result in the loss creation of any material benefit to or the creation of a lien, claim or other encumbrance on Encumbrance upon any of the properties or assets of Parent or any WPZ Companyof its Subsidiaries under, pursuant or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Contract to which Parent or any of the WPZ Companies its Subsidiaries is a party party, or by which it Parent or any of them or any of their properties or assets its Subsidiaries may be bound or bound, excluding in the case of clauses (iii) violate any orderand (iv) above, writconflicts, injunctionviolations, decreebreaches, statutedefaults, rule rights of termination, cancellations, accelerations, increases, losses, creations and impositions of Encumbrances which would not, individually or regulation applicable in the aggregate, reasonably be expected to any of the WPZ Companies or any of their properties or assetshave a Strawberry Material Adverse Effect.

Consents and Approvals; No Violations. Except for (i) any applicable requirements as set forth on Schedule 4.3, assuming the truth and accuracy of the Securities Act, the Exchange Act, the HSR Act, representations and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing warranties of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached heretoBuyer set forth in Section 5.3, no filing or registration notices to, filings with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and or approvals contemplated by the immediately preceding sentence have been duly made of any Person, including any Governmental Entity or obtainedany third party with whom any Seller has a contractual relationship, neither are necessary for the execution, delivery or performance by each Seller of this Agreement or any of the Ancillary Documents to which a Seller is a party or the consummation by each Seller of the Transactions, except for (a) those the failure of which to obtain or make would not have a material adverse effect on Holdings Seller’s ownership of the Purchased Units at Closing, or Blocker’s ownership of the Blocker Units at Closing, or otherwise prevent or materially delay the Closing, and (b) those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in the Transactions, and (c) compliance with and filings under the HSR Act and any other applicable antitrust, competition or similar Law, rules regulations, Orders or decrees (including applicable terminations, suspensions, authorizations, Orders, grants, consents, permissions or approvals of Governmental Entities thereunder). Neither the execution, delivery nor performance by each Seller of this Agreement or the other agreements contemplating hereby Ancillary Documents to which a Seller is a party nor the consummation by each Seller of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries Transactions will (i) conflict with with, violate or result in any breach of any provision of the Certificates of Incorporation, Bylaws or other organizational documents of any of the WPZ CompaniesSellers’ Governing Documents, (ii) except as set forth on Schedule 4.3, result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) acceleration under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation material agreement to which any of the WPZ Companies a Seller is a party or by which it or any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to any Seller, which in the case of any of clauses (ii) through EAST\134549672.25 43 (iii) above, would (A) have a material adverse effect on Holdings Seller’s ownership of the WPZ Companies Purchased Units, or Blocker’s ownership of the Blocker Units, or (B) otherwise prevent or materially delay the Closing in any of their properties or assetsmanner.

Consents and Approvals; No Violations. Except for Assuming (i) the filings required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT"), are made and the waiting periods thereunder (if applicable) have been terminated or expired, (ii) the prior notification and reporting requirements of the antitrust laws of the member states of the European Union as may be applicable (collectively, the "EUROPEAN ANTITRUST LAWS") are satisfied and any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iii) the prior notification and reporting requirements of other antitrust or competition laws as may be applicable are satisfied and any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made, (iv) the applicable requirements of the Securities ActExchange Act are met, (v) the Exchange Act, the HSR Act, and requirements under any applicable filings under foreign or state securities, "Blue Sky" securities or takeover lawsblue sky laws are met, (iivi) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the GCL DGCL, are made and (iiivii) those required filingsin the case of this Agreement, registrationsthe Company Shareholder Approval is received, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the Company and the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Company of the transactions contemplated hereby (including the changes in the composition of the Board of Directors of the Company) do not and will not: (A) violate or thereby by WPZ conflict with any provision of the Company's Certificate of Incorporation or the Company's By-Laws or the comparable governing documents of any of its Subsidiaries; (B) violate or conflict with any statute, law, ordinance, rule or regulation (together, "LAWS") or any order, judgment, decree, writ, permit or license (together, "ORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "GOVERNMENTAL AUTHORITY") applicable to the Company or any of its Subsidiaries will (i) conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws or other organizational documents of any of the WPZ Companies, (ii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation to by which any of the WPZ Companies is a party or by which it or any of them or any of their respective properties or assets may be bound or bound; (iiiC) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any except as set forth in Section 5.4 of the WPZ Companies or Company Disclosure Schedule, require any of their properties or assets.filing with, or

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Act, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and or performance of this Agreement and the Stock Purchase Agreements by Parent or the other agreements contemplating hereby nor Purchaser, the consummation by Parent or the Purchaser of the transactions contemplated hereby Transactions, or thereby compliance by WPZ Parent or the Purchaser with any of its Subsidiaries the 40 provisions hereof or thereof will (ia) conflict with or result in any breach of any provision of (x) the Certificates of Incorporation, Bylaws or other organizational documents of any Parent or the certificate of incorporation or bylaws of the WPZ CompaniesPurchaser or (y) state securities or blue sky laws or the DGCL, (b) require any filing by Parent or the Purchaser with, or permit, authorization, consent or approval of, any Governmental Authority (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) result any filing pursuant to the DGCL, (iii) the filing or deemed filing with the SEC and Nasdaq of (A) the Proxy Statement, and (B) such reports under Section 13(a) of the Exchange Act as may be required in a material violation or breach ofconnection with this Agreement, the Stock Purchase Agreements and the Transactions, or constitute (with iv) such filings and approvals as may be required by any applicable state securities, blue sky or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) undertakeover Laws), or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation to which any of the WPZ Companies is a party or by which it or any of them or any of their properties or assets may be bound or (iiic) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries (including, without limitation, the WPZ Companies Purchaser) or any of their properties or assets, except in the case of clause (a)(y), (b) or (c) such violations, breaches or defaults which would not reasonably be expected, individually or in the aggregate, to impair in any material respect the ability of each Parent and the Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactions.

Consents and Approvals; No Violations. Except for Assuming (i) any the filings required under the Antitrust Laws are made and the applicable requirements of the Securities Act, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" waiting periods thereunder have been terminated or takeover lawshave expired, (ii) the requirements of the Exchange Act relating to the Proxy Statement, if any, and the Offer are met, (iii) the filing of the Certificate documents relating to the Scheme of Merger Arrangement, if any, as required by the GCL Companies Law, are made, and (iiiiv) those approval of the Scheme of Arrangement and this Agreement by the shareholders of the Company, if required filingsby the 35 40 Companies Law, registrationsis received, consents, (v) all approvals and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required sanctions by the Court in accordance with the Companies Law in connection with the transactions contemplated by the Transaction Documents have been obtained, and (vi) all filings with the New York Stock Exchange have been made, the execution and delivery of this Agreement by WPZ or for Parent and Sub and the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents Parent and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Sub of the transactions contemplated hereby and thereby shall not: (vii) violate or thereby by WPZ or any of its Subsidiaries will (i) conflict with or result in any breach of any provision of the Certificates Certificate of IncorporationIncorporation or by-laws of Parent or the Articles of Association or Memorandum of Association of Sub; (x) violate or conflict with any statute, Bylaws ordinance, rule, regulation, order or other organizational documents decree of any Governmental Entity applicable to Parent or Sub or by which either of their respective properties or assets may be bound; (y) require any filing with, or Permit consent or approval of, or the WPZ Companiesgiving of any notice to, any Governmental Entity; or (iiz) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default under (or give rise to any right of termination, cancellation or acceleration) acceleration or any right which becomes effective upon the occurrence of a merger, amalgamation, scheme of arrangement, consolidation or change of control under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to), or result in the loss creation of any material benefit to or the creation of a lien, claim or other encumbrance on Lien upon any of the properties or assets of the Parent or Sub under, or give rise to any WPZ Companyobligation, pursuant to right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit or any right which becomes effective upon the occurrence of a merger, amalgamation, scheme of arrangement, consolidation or change of control under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract franchise, Permit, agreement, contract, arrangement, lease or other instrument or obligation to which any of the WPZ Companies is a party Parent or by which it or any of them Sub or any of their Subsidiaries is a party, or by which any such Person or any of its properties or assets may be bound bound, other than in the case of clauses (x), (y) and (z), any such violation, breach, conflict, default, right of termination, cancellation, payment, acceleration, other right or (iii) violate failure to make any orderfiling or obtain any Permit, writconsent or approval of, injunctionor give notice to, decreeany Governmental Entity that has not had, statutedoes not have, rule and could not reasonably be expected to have, individually or regulation applicable to any of in the WPZ Companies aggregate, a Material Adverse Effect on Parent or any of their properties or assetsSub.

Consents and Approvals; No Violations. Except (a) for (i) any filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Securities Actof, the Exchange Act, the HSR Securities Act, state securities or state “blue sky” Laws, and any applicable filings under state securities(b) for filing of the Articles of Merger with, "Blue Sky" or takeover lawsand the acceptance for record of the Articles of Merger by, (ii) the SDAT, and the filing of the Partnership Merger Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and DSOS, none of the execution, delivery or performance of this Agreement by WPZ or for Parent and Parent OP, the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents Parent and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Parent OP of the transactions contemplated hereby or thereby compliance by WPZ Parent, Parent OP or the Parent Significant Subsidiaries with any of its Subsidiaries the provisions hereof will (i) conflict with or result in any breach or violation of any provision of Parent Governing Documents or the Certificates of Incorporation, Bylaws or other organizational documents of any of the WPZ CompaniesParent OP Governing Documents, (ii) require any filing by Parent, Parent OP or any Parent Significant Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Authority, except (A) the filing with the SEC of (1) the Form S-4 and Proxy Statement/Prospectus, and declaration and effectiveness of the Form S-4, and (2) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated hereby, (B) as may be required under the rules and regulations of the NYSE, and (C) such filings as may be required in connection with Transfer Taxes, (iii) require any consent or notice under, result in a material violation or breach by Parent, Parent OP or any Parent Significant Subsidiary of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution the triggering of any of the rights of the WPZ Companies with respect to, payment or result in the loss creation of any material benefit to Encumbrance on any property or the creation asset of a lienParent, claim Parent OP or other encumbrance on any of the properties or assets of any WPZ Company, Parent Significant Subsidiaries pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Parent Material Contract to which Parent, Parent OP or any of the WPZ Companies Parent Significant Subsidiary is a party or by which it or any of them or any of their its respective properties or assets may be bound bound, or (iv) violate or conflict with any Law applicable to Parent, Parent OP or any Parent Significant Subsidiary or any of its respective properties or assets, excluding from the foregoing clauses (ii), (iii) violate any orderand (iv) such filings, writnotices, injunctionpermits, decreeauthorizations, statuteconsents, rule approvals, violations, breaches or regulation applicable defaults which would not, individually or in the aggregate have, or would reasonably be expected to any of the WPZ Companies or any of their properties or assetshave, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Act, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and or performance of this Agreement, the Local Purchase Agreements, the Transition Services Agreement or the other agreements contemplating hereby nor Transaction Documents or the consummation of the transactions contemplated hereby or and thereby by WPZ or any of its Subsidiaries Buyer will (ia) conflict with or result in any breach of violate any provision of the Certificates certificate of Incorporation, Bylaws incorporation or bylaws (or other organizational documents comparable governing documents) of Buyer, (b) require any of Governmental Filings with any Governmental Authority, except for (i) filings with the WPZ CompaniesFTC and the DOJ pursuant to the HSR Act, and the rules and regulations promulgated thereunder, (ii) requirements of any foreign Regulatory Laws and Laws regulating trade or exchange or currency controls, (iii) the notice or application to the NYSE for the acquisition and issuance of the shares of Buyer Common Stock constituting the Buyer Stock Consideration for trading thereon and (iv) such consents, waivers, approvals, licenses, authorizations, permits, filings or notifications which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to (1) be material to Buyer and (2) impair, hinder, delay or adversely affect in any material respect the ability of Buyer to perform its obligations under this Agreement and to consummate the Sale or other material transactions contemplated hereby, (c) conflict with, result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (under, or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution acceleration of any of the rights of the WPZ Companies with respect to, obligation or result in the a loss of any material benefit to or the creation of a lienwhich Buyer is entitled under, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract Contract or other instrument or obligation Permit to which any of the WPZ Companies Buyer is a party or by which it Buyer or any of them its properties or Assets may be bound, except such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses of benefit which would not, individually or in the aggregate, reasonably be expected to (1) be material to Buyer and (2) impair, hinder, delay or adversely affect in any material respect the ability of Buyer to perform its obligations under this Agreement and to consummate the Sale or other material transactions contemplated hereby or (d) assuming the making of the Governmental Filings and obtaining of the related approval referred to in clause (b)(i) or (b)(ii) above, violate any Law applicable to Buyer or by which any of their its properties or assets Assets may be bound bound, except for such violations which would not, individually or in the aggregate, reasonably be expected to (iii1) violate be material to Buyer and (2) impair, hinder, delay or adversely affect in any order, writ, injunction, decree, statute, rule material respect the ability of Buyer to perform its obligations under this Agreement and to consummate the Sale or regulation applicable to any of the WPZ Companies or any of their properties or assets.other material transactions contemplated hereby. Section 4.5

Consents and Approvals; No Violations. Except for Assuming (ia) any Governmental Approvals required under any Antitrust Law in the Identified Jurisdictions have been obtained or satisfied (if any), (b) the applicable requirements of the Securities Act, Act and the Exchange ActAct in respect of the Transactions are met, (c) the HSR Act, and requirements under any applicable filings under state securities, "Blue Sky" securities or takeover lawsblue sky Laws in respect of the Transactions are met, (iid) the requirements of the NYSE in respect of the listing of the shares of SpinCo Common Stock to be issued hereunder are met, (e) the filing of the Certificate Certificates of Merger and other appropriate merger documents are made in connection with the Mergers as required by the GCL and (iii) those required filingsXxxxxxxx Islands Law, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement and the Transitional Agreements by WPZ or for the Dispatch Parties and the consummation by WPZ them of the transactions contemplated by this Agreement. Assuming that all filingsTransactions do not and will not (i) violate or conflict with any provision of their respective certificates or articles of incorporation, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made bylaws or obtained, neither the execution, delivery and performance code of this Agreement regulations (or the other agreements contemplating hereby nor the consummation comparable governing documents), (ii) violate or conflict with any Law or Order of the transactions contemplated hereby or thereby by WPZ any Governmental Authority applicable to Dispatch or any of its Subsidiaries will (i) conflict with or result in by which any breach of any provision their respective properties or assets as of the Certificates of Incorporation, Bylaws or other organizational documents of any of the WPZ CompaniesClosing Date may be bound, (iiiii) require any Governmental Approval, or (iv) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (under or give rise to any right of termination, cancellation or acceleration) , or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any noteDispatch Material Contract, bondexcluding in the case of clauses (ii) through (iv) above, mortgage(x) conflicts, indentureviolations, licenseapprovals, contract breaches, defaults, rights of terminations, cancellations, accelerations, increases or other instrument losses which would not reasonably be expected, individually or obligation in the aggregate, to have a Dispatch Material Adverse Effect and (y) any Security Interests created in connection with the Dispatch Credit Facilities. Section 5.03 of the Dispatch Disclosure Letter sets forth a correct and complete list of Dispatch Material Contracts pursuant to which any consents or waivers are required prior to consummation of the WPZ Companies is a party Transactions (whether or by which it or any of them or any of their properties or assets may be bound or not subject to the exclusion set forth in clause (iiiy) violate any order, writ, injunction, decree, statute, rule or regulation applicable above with respect to any of the WPZ Companies or any of their properties or assetsclause (iv) above).

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Actexecution, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" delivery or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ Parent or for the Purchaser, the consummation by WPZ Parent or the Purchaser of the transactions contemplated Transactions, or compliance by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by Parent or the immediately preceding sentence have been duly made or obtained, neither Purchaser with any of the execution, delivery and performance provisions of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (ia) conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws or other organizational documents of any Parent or the Articles of Incorporation or Bylaws of the WPZ CompaniesPurchaser, (iib) violate, conflict with or result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to provisions under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation material Contract to which any of the WPZ Companies Parent is a party (c) require any material filing by Parent or by which it the Purchaser with, or permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of them or the Exchange Act and Securities Act, (ii) any of their properties or assets filings as may be bound or required under the DGCL, (iii) the filing with the SEC and the NASDAQ Stock Market of (A) the Schedule TO, (B) the Proxy Statement, if stockholder approval is required by Law and (C) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the Transactions, (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws or (v) any filings in connection with the applicable requirements of the HSR Act or under the antitrust or competition Laws of applicable European Union or other foreign jurisdictions), (vi) any filings required under Exon-Xxxxxx or (d) conflict with or violate any order, writ, injunction, decree, statute, rule or regulation and Law applicable to Parent, any of the WPZ Companies its Subsidiaries, or any of their properties or assets, except in the case of clause (b) or (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each of Parent and the Purchaser to perform its obligations under this Agreement, as the case may be, or prevent or materially delay the consummation of any the Transactions.

Consents and Approvals; No Violations. Except (a) for (i) any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act, the Exchange Act, state or foreign laws relating to takeovers, state securities or blue sky laws and the HSR Actregulations promulgated thereunder, state banking statutes and other state laws in respect of change of control of mortgage bankers, mortgage loan originators or mortgage loan servicers and the regulations promulgated thereunder, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) similar matters and the filing of the Certificate of Merger as required by the GCL DGCL and the filing of the Articles of Merger as required by the FBCA (iiicollectively, the "Governmental Requirements"), or (b) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no where the failure to make any filing or registration with, and no Permitor to obtain any permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency, commission, division, department, public body or other authority (a "Government Entity") would not prevent or delay the consummation of the Merger, or otherwise prevent GSCP or Acquisition from performing its obligations under this Agreement, and would not individually or in the aggregate reasonably be expected to have an Acquisition Material Adverse Effect, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other third party Entity is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement by GSCP or the other agreements contemplating hereby nor Acquisition and the consummation of the transactions contemplated hereby hereby. Neither the execution, delivery or thereby performance of this Agreement by WPZ GSCP or any of its Subsidiaries will (i) conflict with Acquisition , nor the consummation by GSCP or result in any breach of any provision Acquisition of the Certificates of IncorporationMerger and the other transactions contemplated hereby, Bylaws nor compliance by GSCP or other organizational documents of any of the WPZ Companies, (ii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation to which any of the WPZ Companies is a party or by which it or any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any of the WPZ Companies or any of their properties or assets.Acquisition

Consents and Approvals; No Violations. Except for (ia) any applicable requirements of the Securities Act, the Exchange Act, the HSR Act, Act and any applicable filings under state securities, "Blue Sky" or takeover laws, (iib) the filing and recordation of the Certificate of Merger as required by the GCL DGCL, (c) any required approvals of the VSCC and the public service commissions of any other states where NUI conducts business, and FERC, (d) the filing of an exemption statement on Form U-3A-2 with the SEC pursuant to PUHCA, and (iiie) those required filings, registrations, consents, consents and approvals listed on Exhibit 6.4 EXHIBIT 4.4 attached heretohereto (the matters referred to in clauses (c), (d) and (e) being collectively referred to as the "NUI Required Consents"), no filing or registration with, and no Permitpermit, authorization, consent or approval of, any public body or Governmental Authority authority or other any third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ NUI or for the consummation by WPZ NUI of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permitspermits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries NUI will (i) conflict with or result in any breach of any provision of the Certificates Certificate of Incorporation, Bylaws Incorporation or other organizational documents bylaws of any of the WPZ CompaniesNUI, (ii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies NUI with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract Contract or other instrument or obligation to which any of the WPZ Companies NUI is a party or by which it or any of them or any of their its properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any of the WPZ Companies NUI or any of their its properties or assetsassets except, in the case of clauses (ii) or (iii) above, for violations, breaches or defaults that would not have a Material Adverse Effect on the NUI Companies and that will not prevent or delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for Assuming (ia) the filings required under the HSR Act and any other applicable Antitrust Law are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the Securities Act, Act and the Exchange ActAct are met, including the HSR Actfiling with the SEC of the Proxy Statement and the Form S-4 in which the Proxy Statement will be included, and the declaration of effectiveness of such Form S-4, (c) the requirements under any applicable filings under state securities, "Blue Sky" securities or takeover lawsblue sky laws are met, (iid) the requirements of the NYSE or NASDAQ in respect of the listing of the shares of Hampton Class A Common Stock to be issued in connection with the consummation of the Transactions are met and notices to the NYSE or NASDAQ related to the Transactions are delivered, (e) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the GCL DGCL and the FBCA, are made, and (iiif) those required filingsthe Apple Shareholder Approval is obtained, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for Apple and the consummation by WPZ Apple of the transactions contemplated by this Agreement. Assuming that all filingsTransactions, registrations, Permits, authorizations, consents do not and approvals contemplated by the immediately preceding sentence have been duly made will not (i) violate or obtained, neither the execution, delivery and performance conflict with any provision of this Agreement its articles of incorporation or bylaws or the other agreements contemplating hereby nor the consummation comparable governing documents of the transactions contemplated hereby any of its Subsidiaries, (ii) violate or thereby by WPZ conflict with any Law or Order applicable to Apple or any of its Subsidiaries will or by which any of their respective properties or assets may be bound, (iiii) conflict with require any filing with, or result in any breach Permit, consent or approval of, or the giving of any provision of the Certificates of Incorporationnotice to, Bylaws any Governmental Entity, or other organizational documents of any of the WPZ Companies, (iiiv) result in a material violation or breach of, or conflict with, constitute (with or without due notice or 19 lapse of time or both) a material default (under, or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect toacceleration of, or result in the loss creation of any material benefit to or the creation of a lien, claim or other encumbrance on Encumbrance upon any of the properties or assets of Apple or any WPZ Companyof its Subsidiaries under, pursuant or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Contract to which Apple or any of the WPZ Companies its Subsidiaries is a party party, or by which it Apple or any of them or any of their properties or assets its Subsidiaries may be bound bound, excluding in the case of clauses (i) through (iv) above, conflicts, violations, breaches, defaults, rights of termination, cancellations, accelerations, increases, losses, creations and impositions of Encumbrances which would not, individually or (iii) violate any orderin the aggregate, writ, injunction, decree, statute, rule or regulation applicable reasonably be expected to any of the WPZ Companies or any of their properties or assetshave an Apple Material Adverse Effect.

Consents and Approvals; No Violations. Except for Assuming (i) the filings required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT"), and any similar filings as may be required pursuant to Canadian Law, including the Competition Act (Canada), are made and the waiting periods thereunder (if applicable) have been terminated or expired, (ii) the prior notification and reporting requirements of other antitrust or competition Laws as may be applicable are satisfied and any antitrust filings/notifications that must or may be effected in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iii) the applicable requirements of the Securities ActExchange Act are met, (iv) the Exchange Act, the HSR Act, and requirements under any applicable filings under foreign or state securities, "Blue Sky" securities or takeover lawsblue sky Laws are met, (iiv) the filing of the Certificate of Merger as required by the GCL is made, and (iiivi) those required filingsin the case of this Agreement and the Merger, registrationsCompany Shareholder Approval is received if necessary, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the Company and the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Company of the transactions contemplated hereby (including the changes in the composition of the Board of Directors of the Company) and the performance by the Company of its obligations hereunder do not and will not: (A) violate or thereby by WPZ conflict with any provision of the Company's Certificate of Incorporation or the Company's By-Laws or the comparable governing documents of any of its Subsidiaries; (B) violate or conflict with (x) any domestic or foreign statute, law, ordinance, rule or regulation (together, "LAWS") or (y) any order, judgment, decree or writ (together, "ORDERS") of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "GOVERNMENTAL AUTHORITY") or (z) any Permit, in each case, applicable to the Company or any of its Subsidiaries will or by which any of their respective properties or assets may be bound; (iC) conflict with require any filing with, or result in any breach permit, consent or approval of, or the giving of any provision of the Certificates of Incorporationnotice to, Bylaws any Governmental Authority; or other organizational documents of any of the WPZ Companies, (iiD) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss creation of any material benefit to or the creation of a lien, claim or other encumbrance on Lien upon any of the properties or assets of the Company or any WPZ Companyof its Subsidiaries under, pursuant or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract franchise, permit, agreement, contract, lease or other instrument or obligation ("CONTRACTS") to which the Company or any of the WPZ Companies its Subsidiaries is a party party, or by which it any such Person or any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any of the WPZ Companies or any of their properties or assets.its

Consents and Approvals; No Violations. Except for Assuming (i) any applicable requirements of the Securities Act, the Exchange Act, ------------------------------------- filings required under the HSR Act, are made and any applicable filings under state securities, "Blue Sky" the waiting period thereunder has been terminated or takeover lawshas expired, (ii) voluntary notification under Section 721 of Exon-Xxxxxx is made, (iii) the prior notification and reporting requirements of the European Community pursuant to the EU Antitrust Laws as well as any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made, (iv) the requirements of the Exchange Act relating to the Proxy Statement, if any, and the Offer are met, (v) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the GCL Delaware General Corporation Law, are made, (vi) such actions as are necessary in order to comply with Industrial Security Regulations of the U.S. Department of Defense and (iiivii) those approval of the Merger and this Agreement by the stockholders of the Company, if required filingsby the Delaware General Corporation Law, registrationsis received, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for Parent and Sub and the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents Parent and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Sub of the transactions contemplated hereby will not: (A) violate or thereby by WPZ conflict with any provision of the Articles of Association of Parent or the Certificate of Incorporation or the By-Laws of Sub; (B) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Parent or any of its Subsidiaries will subsidiaries or by which either of their respective properties or assets may be bound, except for such violations or conflicts which are not "material", as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or the Exchange Act; (iC) conflict with require any filing with, or result in any breach permit, consent or approval of, or the giving of any provision of notice to, any governmental or regulatory body, agency or authority, except for such filings, permits, consents or approvals which are not "material", as such term is commonly understood in connection with a Person's disclosure obligations under the Certificates of Incorporation, Bylaws Securities Act or other organizational documents of any of the WPZ Companies, Exchange Act; or (iiD) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss creation of any material benefit to or the creation of a lien, claim security interest, charge or other encumbrance on upon any of the properties or assets of Parent, or any WPZ Companyof its subsidiaries under, pursuant or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract franchise, permit, agreement, contract, lease, franchise agreement or other instrument or obligation to which Parent or any of the WPZ Companies its subsidiaries is a party party, or by which it any such Person or any of them or any of their its properties or assets may be bound are bound, except for such violations, breaches or (iii) violate any orderconflicts which are not "material", writ, injunction, decree, statute, rule as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or regulation applicable to any of the WPZ Companies or any of their properties or assetsExchange Act.

Consents and Approvals; No Violations. Except as set forth on Schedule 2.1(e) (Third Party Consents-Beasley) and except for (i) any applicable requirements requirxxxxxx of the Securities Act, the Exchange Act, the HSR Act, federal securities laws and any applicable filings under state securities, "Blue Sky" securities or takeover blue sky laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permitpermit, authorization, consent or approval of, any third party, public body or Governmental Authority or other third party authority is necessary for the consummation by BFS, BTI or required the Shareholders of the transactions described in connection with this Agreement. Neither the execution and delivery of this Agreement by WPZ BFS, BTI or for the Shareholders nor the consummation by WPZ BFS, BTI or the Shareholders of the transactions contemplated described herein, nor compliance by this Agreement. Assuming that all filingsBFS, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement BTI or the other agreements contemplating hereby nor the consummation Shareholders with any of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries provisions hereof, will (ia) conflict with or result in any breach of any provision provisions of the Certificates Articles of Incorporation, Incorporation or Bylaws of BFS or other organizational documents of any of the WPZ CompaniesBTI, (iib) (i) conflict with or result in a material violation or breach of, or (ii) constitute (with or without due notice or lapse of time or both) a material default under, (iii) require BFS, BTI or the Shareholders to obtain any consent, approval or action of, make any filing with or give rise any notice (other than those that have been obtained or given) to any third party as a result or under the terms of, (iv) result in or give to any third party any right of termination, cancellation cancellation, acceleration or acceleration) under, modification in or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, (A) result in or give to any third party any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under or (B) result in the loss creation or imposition of any material benefit to Lien upon BFS, BTI or the creation Shareholders or any of a lientheir respective affiliates or their respective assets and properties under, claim any contract, license, permit, franchise or other encumbrance on agreement or instrument to which BFS, BTI or the Shareholders is a party or by which any of its assets or properties is bound, or that would prevent the properties or assets consummation of any WPZ Companythe transactions contemplated thereby under, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract contract, agreement or other instrument or obligation to which the Shareholders, BFS, BTI or any of the WPZ Companies their respective Subsidiaries or affiliates of any of them, is a party or by which it or any of them or any of their properties or assets may be bound or (iiic) violate any order, writ, injunction, decree, statute, rule or regulation applicable to BFS, BTI or any of their respective Subsidiaries, if any, and the WPZ Companies Shareholders or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which are not in the aggregate materially adverse to BFS, BTI and their respective Subsidiaries, if any.

Consents and Approvals; No Violations. Except for Assuming (i) the filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amenxxx (xxx "XXX XXX"), and any similar filings as may be required pursuant to Puerto Rico or other Law, are made and the waiting periods thereunder (if applicable) have been terminated or expired, (ii) the prior notification, reporting, approval or consent requirements of other antitrust or competition Laws as may be applicable are satisfied and any antitrust filings/notifications that must or may be effected in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iii) the applicable requirements of the Securities ActExchange Act are met, (iv) the Exchange Act, the HSR Act, and requirements under any applicable filings under foreign, state securities, "Blue Sky" or takeover lawsPuerto Rico securities or blue sky Laws are met, (iiv) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the GCL PRGCL, are made, and (iiivi) those required filingsin the case of this Agreement and the Merger, registrationsthe Company Shareholder Approval is received if necessary, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the Company and the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Company of the transactions contemplated hereby (including the changes in the composition of the Company's Board of Directors) and the performance by the Company of its obligations hereunder and the performance of the Transaction Support Agreements do not and will not: (A) violate or thereby by WPZ conflict with any provision of the Company's Certificate of Incorporation (including Article TENTH thereof) or the Company's By-Laws or the comparable governing documents of any of its Subsidiaries; (B) cause the Company to violate or conflict with (x) any United States federal, state, foreign or Puerto Rico statute, law, ordinance, rule or regulation (together, "LAWS") or (y) any order, judgment, decree or writ (together, "ORDERS") of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, Puerto Rico, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "GOVERNMENTAL AUTHORITY") or (z) any Permit, in each case, applicable to the Company or any of its Subsidiaries will or by which any of their respective properties or assets may be bound; (iC) conflict with require any filing with, or result in any breach permit, consent or approval of, or the giving of any provision of notice to, any Governmental Authority by the Certificates of Incorporation, Bylaws Company; or other organizational documents of any of the WPZ Companies, (iiD) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss creation of any material benefit to or the creation of a lien, claim or other encumbrance on Lien upon any of the properties or assets of the Company or any WPZ Companyof its Subsidiaries under, pursuant or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract franchise, permit, agreement, contract, understanding, arrangement, lease or other instrument instrument, whether written or obligation oral, ("CONTRACTS") to which the Company or any of the WPZ Companies its Subsidiaries is a party party, or by which it any such Person or any of them or any of their its properties or assets may are bound. There are no third-party consents or approvals required to be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable obtained by the Company under the Contracts prior to any the consummation of the WPZ Companies or any of their properties or assetstransactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except Assuming the truth and accuracy of the Company’s representations and warranties contained in Section 4.5, no notice to, filing with, or authorization, consent or approval of any Governmental Entity or any other Person is necessary for the execution, delivery or performance of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the transactions contemplated hereby, except for (i) any applicable requirements of the Securities Act, the Exchange Act, compliance with and filings under the HSR Act, and Act or any applicable filings under state securities, "Blue Sky" or takeover lawsother Antitrust Approvals, (ii) the filing of the Certificate of Merger as required by pursuant to the GCL and DGCL, (iii) those the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect and (iv) those that may be required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, solely by reason of any public body or Governmental Authority or Group Companies’ (as opposed to any other third party is necessary or required party’s) participation in connection with the execution and delivery of this Agreement by WPZ or for the consummation by WPZ of the transactions contemplated by this Agreementhereby. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither Neither the execution, delivery and performance of this Agreement by Parent or the other agreements contemplating hereby Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (ia) conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws Parent’s or other organizational documents of any of the WPZ CompaniesMerger Sub’s Governing Documents, (iib) except as set forth on Schedule 5.3, result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Contract to which any of the WPZ Companies Parent or Merger Sub is a party or by which it or any of them or any of their respective properties or assets may be bound bound, or (iiic) violate any order, writ, injunction, decree, statute, rule decree or regulation Law of any Governmental Entity applicable to Parent or Merger Sub or any of the WPZ Companies Parent’s Subsidiaries or any of their respective properties or assets, except, in the case of clauses (b) and (c) above, for violations which would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

Consents and Approvals; No Violations. Except No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of any of the XX Xxxxxxx Entities for the execution, delivery and performance by XX Xxxxxxx of this Agreement or the consummation by XX Xxxxxxx of the transactions contemplated by this Agreement, except as may result from any facts or circumstances relating solely to Purchaser or its Affiliates (as opposed to any other third party purchaser) and except (i) the filing of the First Certificate of Merger and Second Certificate of Merger with the DSOS pursuant to the DGCL and the DLLCA, (ii) compliance with any applicable requirements of the HSR Act; (iii) compliance with any foreign, state or federal licenses or permits listed on Section 5.4 of the Company Disclosure Schedule; (iv) compliance with any applicable requirements of the Securities Act, the Exchange Act, the HSR Advisers Act, the Investment Company Act and any other applicable filings under state securitiesor federal securities Laws; or (v) any filings, "Blue Sky" or takeover lawsnotices, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filingspermits, authorizations, registrations, consentsconsents or approvals, and approvals listed on Exhibit 6.4 attached hereto, no filing the failure to make or registration with, and no Permit, authorization, consent obtain which would not reasonably be expected to be material to the XX Xxxxxxx Entities. Assuming compliance with or approval the making or receipt of, any public body or Governmental Authority or other third party is necessary or required as applicable, the items described in connection with the execution and delivery of this Agreement by WPZ or for the consummation by WPZ clauses (i) through (iv) of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtainedsentence, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby by XX Xxxxxxx nor the consummation by XX Xxxxxxx of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries this Agreement will (iA) conflict with or result in any breach breach, violation or infringement of any provision of the Certificates respective articles of Incorporation, Bylaws incorporation or other organizational documents by-laws (or similar governing documents) of any of the WPZ CompaniesXX Xxxxxxx Entities, (iiB) result in a material breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to the creation of any Lien and subject to the applicable terms and conditions of the LLC Agreement, or any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation material Contract to which any of the WPZ Companies XX Xxxxxxx Entities is a party or by which it or any of them or any of their properties or assets may be bound or (iiiC) violate or infringe, in any ordermaterial way, writ, injunction, decree, statute, rule or regulation any Law applicable to any of the WPZ Companies XX Xxxxxxx Entities or any of their properties or assets.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Actexecution, delivery or performance of this Agreement by the Exchange Act, Company or the HSR Act, consummation by the Company of the Merger will (a) subject to the receipt of the Company Stockholder Approval and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection merger with the execution and delivery Delaware Secretary of this Agreement by WPZ or for the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filingsState in accordance with Delaware Law, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (i) conflict with or result in any breach of any provision of the Certificates of IncorporationCompany Governing Documents or any Subsidiary Governing Documents, Bylaws (b) require any filing by the Company or other organizational documents of any of its Subsidiaries with, or the WPZ Companiespermission, authorization, consent or approval of, any Governmental Authority (except for (i) the filing of the certificate of merger with the Delaware Secretary of State in accordance with Delaware Law, (ii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act, (iii) filings as may be required with, submissions as may be necessary or advisable to, and/or permissions, authorizations, consents and approvals as may be required from, the FCC (including any review by Team Telecom Agencies in connection with the FCC approval), and any state utility commission or similar state Governmental Authority, (iv) filings and submissions as may be necessary or advisable to, and clearances, permits, authorizations, consents and approvals as may be required from, CFIUS or the CFIUS member agencies, (v) the filing with the SEC of (1) a Proxy Statement, and (2) such reports under Section 13(a) of the 1934 Act as may be required in connection with this Agreement and the Merger or (vi) any filings required by, and approvals required under, the rules and regulations of NASDAQ), (c) result in a material modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to), or result in the loss creation of any Liens on any material benefit to or the creation of a lienproperty, claim right or other encumbrance on asset of the Company or any of the properties or assets of any WPZ Companyits Subsidiaries, pursuant to under any of the terms, conditions or provisions of any noteCompany Contract, bondor (d) violate any Applicable Law applicable to the Company, mortgage, indenture, license, contract or other instrument or obligation to which any Subsidiary of the WPZ Companies is a party or by which it or any of them Company or any of their properties respective material properties, rights or assets may be bound other assets; except in the case of clauses (b), (c) or (iiid) violate where (x) any orderfailure to obtain such permissions, writauthorizations, injunctionconsents or approvals, decree(y) any failure to make such filings or (z) any such modifications, statuteviolations, rule rights, breaches, defaults, impairments, alterations or regulation applicable rights, has not had and would not reasonably be expected to any of have, individually or in the WPZ Companies or any of their properties or assetsaggregate, a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for Assuming (ia) any the applicable requirements of the Israeli Securities ActLaw and of the Tel Aviv Stock Exchange (the "TASE") have been satisfied, (b) compliance with the Exchange ActHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 or any other Israeli or non-U.S. Law, if applicable, intended to prohibit, restrict or regulate actions or transactions having the HSR Actpurpose or effect of monopolization, restraint of trade, harm to competition or effectuating foreign investment (collectively, “Antitrust Laws”), (c) the Section 350 Voting Approval is obtained, (d) the Court Approval is obtained, and any applicable filings under state securities, "Blue Sky" or takeover laws, (iie) the filing of the Certificate of Merger as required by the GCL and (iii) those required filingsIsraeli Tax Ruling is obtained, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement and the Other Transaction Agreements by WPZ or for OIL and the consummation by WPZ OIL of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents Transactions do not and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will not: (i) violate or conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws or other organizational documents of any of the WPZ CompaniesOIL's Charter Documents, (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to OIL by which any of its Assets may be bound, (iii) require any Governmental Approval, or (iv) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (under, or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the creation of any Security Interest in effect as of the Closing upon any Assets of OIL or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of any a material benefit to or the creation of a lienunder, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any noteOIL Contract, bondexcluding in the case of clauses (ii) through (iv) above, mortgageconflicts, indentureviolations, licensebreaches, contract defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Security Interests that would not reasonably be expected to have, individually or other instrument or obligation to which any of in the WPZ Companies is a party or by which it or any of them or any of their properties or assets may be bound or (iii) violate any orderaggregate, writ, injunction, decree, statute, rule or regulation applicable to any of the WPZ Companies or any of their properties or assetsan OIL MAE.

Consents and Approvals; No Violations. Except for Assuming (i) the filings required under applicable Brazilian antitrust or competition laws, the Competition Act Canada (the "COMPETITION ACT") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), are made and the waiting periods thereunder (if applicable) have been terminated or expired, (ii) the prior notification and reporting requirements of the German Act Against Restraints in Competition and other antitrust laws of the member states of the European Union as may be applicable (collectively, the "EUROPEAN ANTITRUST LAWS") are satisfied and any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iii) the prior notification and reporting requirements of other antitrust or competition laws as may be applicable are satisfied and any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made, (iv) the applicable requirements of the Securities Act, Act and the Exchange ActAct are met, (v) the HSR Act, and requirements under any applicable filings under foreign or state securities, "Blue Sky" securities or takeover lawsblue sky laws are met, (iivi) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the GCL BCL, are made, (vii) in the case of this Agreement the Company Shareholder Approval is received, and (iiiviii) those required filingsthe requirements of any applicable state law relating to the transfer of contaminated property are met, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the Company and the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Company of the transactions contemplated hereby do not and will not: (A) violate or thereby by WPZ conflict with any provision of the Company's Certificate of Incorporation or the Company's By-Laws or the comparable governing documents of any of its Subsidiaries; (B) violate or conflict with any statute, law, ordinance, rule or regulation (together, "LAWS") or any order, judgment, decree, writ, permit or license (together, "ORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "GOVERNMENTAL AUTHORITY") applicable to the Company or any of its Subsidiaries will or by which any of their respective properties or assets may be bound; (iC) conflict with except as set forth in Section 5.04 of the Company Disclosure Letter, require any filing with, or result in any breach permit, consent or approval of, or the giving of any provision notice to, any Governmental Authority; or (D) except as set forth in Section 5.04 of the Certificates of IncorporationCompany Disclosure Letter, Bylaws or other organizational documents of any of the WPZ Companies, (ii) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss creation of any material benefit to or the creation of a lien, claim or other encumbrance on Lien upon any of the properties or assets of the Company or any WPZ Companyof its Significant Subsidiaries under, pursuant or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract franchise, permit, agreement, contract, lease, franchise agreement or other instrument or obligation of any kind ("CONTRACTS") to which the Company or any of the WPZ Companies its Significant Subsidiaries is a party party, or by which it any such Person or any of them or any of their its properties or assets may are bound, excluding from the foregoing clauses (B), (C) and (D) conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which could not reasonably be bound expected to, individually or (iii) violate any orderin the aggregate, writ, injunction, decree, statute, rule or regulation applicable to any of the WPZ Companies or any of their properties or assetshave a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Actexecution, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" delivery or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ or for the Representing Party, the consummation by WPZ the Representing Party of the transactions contemplated by this Agreement. Assuming that all filingsMerger or any of the other Transactions, registrations, Permits, authorizations, consents and approvals contemplated or compliance by the immediately preceding sentence have been duly made or obtained, neither Representing Party with any of the execution, delivery and performance provisions of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (ia) contravene, conflict with or result in any breach of any provision of the Certificates of IncorporationRepresenting Party’s Governing Documents, Bylaws or other the comparable organizational or governing documents of any of its Subsidiaries, (b) require any filing by the WPZ CompaniesRepresenting Party or any of its Subsidiaries with, or the obtaining of any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental, quasi-governmental or other regulatory authority, instrumentality or agency, whether foreign, federal, state, local or supranational (a “Governmental Entity”) (except for (i) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (ii) any filings as may be required under the DGCL in connection with the Merger, (iii) such filings with the Securities and Exchange Commission (the “SEC”) as may be required to be made by the Representing Party in connection with this Agreement and the Merger, including (A) a joint proxy statement in preliminary and definitive form relating to the applicable stockholder meetings (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (B) a registration statement on Form S-4 pursuant to which the offer and sale of shares of Tecogen Common Stock in the Merger will be registered pursuant to the Securities Act and in which the Exhibit 2.1 Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), (iv) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (v) such filings as may be required under the rules and regulations of the applicable national securities exchange in connection with this Agreement or the Merger, or (vi) such filings as may be required in connection with state and local transfer Taxes), (c) result in any breach of or any loss of any benefit or material increase in any cost or obligation of the Representing Party or any of its Subsidiaries under, or result in a material modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any notematerial Contract of such Representing Party (a “Material Contract”), bond, mortgage, indenture, license, contract (d) violate any Order or other instrument or obligation Law applicable to which any of the WPZ Companies is a party or by which it Representing Party or any of them its Subsidiaries or any of their properties respective properties, assets or assets may be bound operations, or (iiie) violate result in the creation or imposition of any order, writ, injunction, decree, statute, rule or regulation applicable to Lien on any asset of the WPZ Companies Representing Party or any of their properties its Subsidiaries; except in each of clauses (b), (c), (d) or assets(e) where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults has not had and would not reasonably be expected to have a Representing Party Material Adverse Effect.

Consents and Approvals; No Violations. Except for Assuming (ia) any applicable requirements the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), are made and the waiting periods thereunder (if applicable) have been terminated or expired and (b) the Governmental Approvals set forth on Section 2.03(b) of the Securities ActSeller Disclosure Letter have been obtained, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement and the Ancillary Agreements by WPZ or for Seller and, if applicable, its Subsidiaries, and the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filingsSeller and, registrationsif applicable, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation its Subsidiaries of the transactions contemplated hereby and thereby do not and will not: (i) violate or thereby by WPZ conflict with any provision of their respective certificates or articles of incorporation, bylaws or code of regulations (or the comparable governing documents); (ii) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to Seller or any of its Subsidiaries or by which any of their respective properties or assets that will (i) conflict with or result in any breach of any provision be Conveyed to Acquiror as of the Certificates of Incorporation, Bylaws Closing may be bound; (iii) require any Governmental Approval; or other organizational documents of any of the WPZ Companies, (iiiv) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (under or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss creation of any material benefit to or the creation of a lien, claim or other encumbrance on Security Interest upon any of the properties or assets of Seller or its Subsidiaries that will be Conveyed to Acquiror as of the Closing, or give rise to any WPZ Companyobligation, pursuant to right of termination, cancellation, acceleration or increase of any obligation or a loss of a benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract Contract or other instrument or obligation to which any of the WPZ Companies is a party binding upon Seller or by which it any AVS Asset is or any of them or any of their properties or assets may be bound bound, excluding, in the case of clause (iv) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Security Interests which do not or (iii) violate any orderwould not, writindividually or in the aggregate, injunctionreasonably be expected to be material to the AVS Business or the AVS Assets, decree, statute, rule or regulation applicable to any of the WPZ Companies or any of their properties or assets.taken as a whole. NAI-1504903777v10

Consents and Approvals; No Violations. Except for Assuming compliance with the matters referred to in Section 5.3(iv)(A)-(E) and subject to (isolely with respect to the Avago Scheme) any applicable requirements of obtaining the Securities ActAvago Shareholder Approval (as described in Section 5.18), the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the Avago Parties do not, and the performance by the Avago Parties of this Agreement and the consummation by WPZ the Avago Parties of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions applicable to them contemplated hereby or thereby by WPZ or any of its Subsidiaries will not, (i) violate any provision of the Avago Charter or the Charter Documents of any of the Avago Parties, as currently in effect, (ii) require any consent by any Person under, conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws or other organizational documents of any of the WPZ Companies, (ii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, acceleration of the Avago Parties’ obligations or otherwise result in any material diminution trigger the granting of any license of Avago or its Subsidiaries to material Intellectual Property or the rights of the WPZ Companies with respect to, or result in the loss disclosure of any material benefit to confidential Technology of Avago or the creation of a lien, claim or other encumbrance on its Subsidiaries) under any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Contract to which any of the WPZ Companies Avago Parties or any of their Subsidiaries is a party or by which it or and that is material to the business of Avago and its Subsidiaries as currently conducted, taken as a whole, (iii) violate any Law applicable to any of them the Avago Parties, any of their respective Subsidiaries or any of their properties or assets may be bound or (iiiiv) violate any order, writ, injunction, decree, statute, rule other than in connection with or regulation applicable to any compliance with (A) the Laws of the WPZ Companies Republic of Singapore and the State of California, (B) the HSR Act, other Antitrust Laws and CFIUS, (C) Nasdaq Rules and listing standards, (D) the Exchange Act and (E) the Securities Act, require the Avago Parties or any of their properties respective Subsidiaries to make any filing or assetsregistration with or notification to, or to obtain any authorization, consent or approval of any Governmental Entity; except, (x) in each case, as set forth in Section 5.3 of the Avago Disclosure Schedule or (y) in the case of clauses (ii), (iii) and (iv), for such violations, breaches, defaults or rights of termination, cancellation, or acceleration of the obligations of any Avago Party that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, (1) would not reasonably be expected to have, either individually or in the aggregate, an Avago Material Adverse Effect and would not materially adversely affect the ability of the Avago Parties to consummate the transactions contemplated hereby or (2) would occur or be required as a result of the business or activities in which Broadcom or its Subsidiaries is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, Broadcom.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Actexecution, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" delivery or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ the Company or for the Company Operating Partnership, the consummation by WPZ the Company of the transactions contemplated by this Agreement. Assuming that all filingsCompany Merger or any of the other Transactions, registrations, Permits, authorizations, consents and approvals contemplated the consummation by the immediately preceding sentence have been duly made Company Operating Partnership of the Partnership Merger or obtainedany of the other Transactions, neither or compliance by the execution, delivery and performance Company or the Company Operating Partnership with any of the provisions of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (ia) contravene, conflict with or result in any breach of any provision of the Certificates of IncorporationCompany Governing Documents, Bylaws the Company Operating Partnership Agreement or other the comparable organizational or governing documents of any Significant Subsidiary, (b) require any filing by the Company or any Significant Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental, quasi-governmental or other regulatory authority, instrumentality or agency, whether foreign, federal, state, local or supranational (a “Governmental Entity”) (except for (i) compliance with any applicable requirements of the WPZ CompaniesSecurities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (ii) any filings as may be required under the MGCL or the MRULPA in connection with the Mergers, (iii) such filings with the Securities and Exchange Commission (the “SEC”) as may be required to be made by the Company in connection with this Agreement and the Mergers, including (A) a joint proxy statement in preliminary and definitive form relating to the Company Stockholder Meeting and the DLR Stockholder Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (B) a registration statement on Form S-4 pursuant to which the offer and sale of shares of DLR Common Stock in the Mergers will be registered pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), (iv) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (v) compliance with any applicable requirements under the antitrust and competition laws of jurisdictions other than those of the United States (collectively, the “Foreign Antitrust Laws”), (vi) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement or the Mergers, or (vii) such filings as may be required in connection with state and local transfer Taxes), (c) result in a material modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any noteCompany Material Contract, bondCompany Property Lease, mortgageCompany Lease or Company Tax Protection Agreement, indenture(d) assuming the making of all filings and notifications as may be required under the HSR Act and the Foreign Antitrust Laws and the receipt of all clearances, licenseauthorizations, contract approvals, consents and waiting period expirations or other instrument terminations as may be required under the HSR Act and the Foreign Antitrust Laws, violate any Order or obligation Law applicable to which any of the WPZ Companies is a party or by which it Company or any of them Company Subsidiaries or any of their properties properties, assets or assets may be bound operations, or (iiie) violate result in the creation or imposition of any order, writ, injunction, decree, statute, rule or regulation applicable to Lien on any asset of the WPZ Companies Company or any Company Subsidiaries; except in each of their properties clauses (b), (c), (d) or assets(e) where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for Assuming (i) the filings required under applicable Brazilian antitrust or competition laws, the Competition Act and the HSR Act are made and the waiting period thereunder (if applicable) has been terminated or has expired, (ii) voluntary notification under Exon-Xxxxxx is made, (iii) the prior notification and reporting requirements of the European Antitrust Laws are met and any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iv) the prior notification and reporting requirements of other antitrust or competition laws as may be applicable are satisfied and any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made, (v) the applicable requirements of the Securities Act and the Exchange Act are met, (vi) the applicable requirements under any applicable foreign or state securities or blue sky laws are met, (vii) the requirements under the Market Act, any regulations promulgated thereunder and the Exchange Actrules of the HSE, in respect of the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover lawslisting of the Parent Ordinary Shares to be issued hereunder are met, (iiviii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the GCL BCL, are made, (ix) in the case of this Agreement and the Parent Stock Option Agreement the Parent Shareholder Approval is received, and (iiix) those required filingsthe requirements of any applicable state law relating to the transfer of contaminated property are met, registrationsthe execution and delivery of this Agreement, consentsthe Stock Option Agreement and the Parent Stock Option Agreements by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby do not and will not: (A) violate or conflict with any provision of the Articles of Association of Parent or the Certificate of Incorporation or By-Laws of any of its Subsidiaries; (B) violate or conflict with any Laws or Orders of any Governmental Authority applicable to Parent or any of its Subsidiaries or by which either of their respective properties or assets may be bound; (C) except as set forth in Section 5.4 of the Parent Disclosure Letter, and approvals listed on Exhibit 6.4 attached hereto, no require any filing or registration with, and no Permit, authorizationor permit, consent or approval of, or the giving of any public body notice to any Governmental Authority; or Governmental Authority or other third party is necessary or required (D) except as set forth in connection with the execution and delivery of this Agreement by WPZ or for the consummation by WPZ Section 5.4 of the transactions contemplated by this Agreement. Assuming that all filingsParent Disclosure Letter, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (i) conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws or other organizational documents of any of the WPZ Companies, (ii) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss creation of any material benefit to or the creation of a lien, claim or other encumbrance on Lien upon any of the properties or assets of Parent or any WPZ Companyof its Significant Subsidiaries or give rise to any obligation, pursuant to right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract Contracts which Parent or other instrument or obligation to which any of the WPZ Companies its Significant Subsidiaries is a party party, or by which it any such Person or any of them or any of their its properties or assets may be bound bound, excluding from the foregoing clauses (B), (C) and (D) conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which could not reasonably be expected to, individually or (iii) violate any orderin the aggregate, writhave a Parent Material Adverse Effect or prevent, injunctionmaterially impair, decree, statute, rule or regulation applicable materially delay the ability of Parent to any of consummate the WPZ Companies or any of their properties or assetstransactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for Assuming (i) the filings required under the HSR Act are made and the waiting periods thereunder (if applicable) have been terminated or expired, (ii) the prior notification and reporting requirements of the European Antitrust Laws are satisfied and any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iii) the prior notification and reporting requirements of other antitrust or competition laws as may be applicable are satisfied and any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made, (iv) the applicable requirements of the Securities ActExchange Act are met, (v) the Exchange Act, the HSR Act, and requirements under any applicable filings under foreign or state securities, "Blue Sky" securities or takeover lawsblue sky laws are met, (iivi) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the GCL DGCL, are made, and (iiivii) those required filingsthe stockholders of the Parent have approved an increase in the authorized capital of the Parent and a waiver of preemptive rights in order for the Parent to make an US $150 million equity offering (the "PARENT EQUITY OFFERING") of ordinary bearer shares, registrationsnominal value (0.01 per share, consentsof the Parent ("PARENT ORDINARY SHARES")), and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for Parent and Purchaser and the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents Parent and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Purchaser of the transactions contemplated hereby do not and will not: (A) violate or thereby by WPZ or any of its Subsidiaries will (i) conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws or other organizational governing documents of Parent, Purchaser or any of their respective Subsidiaries; (B) violate or conflict with any Laws or Orders of any Governmental Authority applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective properties or assets may be bound; (C) except as set forth in Section 6.3 of the WPZ CompaniesParent Disclosure Schedule, require any filing with, or permit, consent or approval of, or the giving of any notice to, any Governmental Authority; or (iiD) except as set forth in Section 6.3 of the Parent Disclosure Schedule, result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss creation of any material benefit to or the creation of a lien, claim or other encumbrance on Lien upon any of the properties or assets of Parent, Purchaser or any WPZ Companyof their respective Subsidiaries under, pursuant or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Contracts to which any of the WPZ Companies is a party or by which it or any of them Parent, Purchaser or any of their respective Subsidiaries is a party, or by which any such Person or any of its properties or assets may are bound, excluding from the foregoing clauses (B), (C) and (D) conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which could not reasonably be bound expected to, individually or (iii) violate any orderin the aggregate, writhave a Parent Material Adverse Effect or impair Parent's or Purchaser's ability to consummate the transactions to be consummated by them pursuant to this Agreement. Parent has obtained and made available to the Company a valid, injunctionbinding and enforceable commitment from Tor Petexx, decreeXxesident of Parent, statutethat Mr. Xxxxxx xxxl vote all shares of Parent owned by him, rule or regulation applicable to any and the shares of Parent owned by certain other shareholders for which he has received proxies, in favor of approving an increase in the autho- 39 44 rized capital of the WPZ Companies or any Parent and a waiver of their properties or assetspreemptive rights in order for the Parent to consummate the Parent Equity Offering by issuing a number of shares sufficient to receive the $150 million proceeds from the Parent Equity Offering, subject to condition (f) as set forth in Annex I to this Agreement.

Consents and Approvals; No Violations. Except for (i) any the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Securities Actof, the Exchange Act, the HSR Act, Act and any applicable filings under state securities, "Blue Sky" securities or takeover blue sky laws, (ii) the filing none of the Certificate of Merger as required by the GCL and (iii) those required filingsexecution, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing delivery or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ Purchaser, Apollo Sylvan, Apollo Sylvan II or for Holdings, the consummation by WPZ Purchaser, Apollo Sylxxx, Xxxxlo Sylvan II or Holdings of the transactions contemplated Transactions or compliance by this Agreement. Assuming that all filingsPurchxxxx, registrationsXxxllo Sylvan, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made Apollo Sylvan II or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Holdings with any of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries provisions hereof will (i) conflict xxxxxxxx with or result in any breach of any provision of the Certificates certificate of Incorporationincorporation, Bylaws certificate of formation, limited liability company agreement, by-laws or other similar organizational documents document of any of the WPZ CompaniesPurchaser, Apollo Sylvan, Apollo Sylvan II or Holdings, (ii) require any filing with, or permit, xxxxxxxxxtion, consent or approval of, any Governmental Entity (other than filings with the commercial register), (iii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract contract, agreement or other instrument or obligation to which Purchaser, Apollo Sylvan, Apollo Sylvan II, Holdings or any of the WPZ Companies their Subsidiaries is a party or by which it or any bx xxxxx xny of them or any of their respective properties or assets may be bound bound, or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any of the WPZ Companies Purchaser, Apollo Sylvan, Apollo Sylvan II or Holdings or any of their properties Subsidiaries or any of thexx xxxxxxties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such violations, breaches or defaults which would not have, individually or in the aggregate, a material adverse effect on the ability of Purchaser, Apollo Sylvan, Apollo Sylvan II or Holdings to consummate the Transactions or which arxxx xxxx the regulatory status of the Sellers or the Target Subsidiaries.

Consents and Approvals; No Violations. Except for (a) The execution, delivery and performance by the Equity Financing Source of the Equity Commitment Letter, the Guarantor of the Guaranty, Parent and Merger Sub of this Agreement, and the consummation by the Equity Financing Source of the transactions contemplated by the Equity Commitment Letter, the Guarantor of the transactions contemplated by the Guaranty, Parent and Merger Sub of the Merger and the other Transactions, do not and will not require, on the part of the Equity Financing Source, the Guarantor, Parent or Merger Sub, any filing or registration with, notification to, or obtaining any authorization, permit, license, declaration, Order, consent or approval of, or other action by or in respect of, any Governmental Authority or the NYSE other than (i) as may be required by the HSR Act, (ii) the filing with the SEC of (A) the Proxy Statement and (B) such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other Transactions, or any of the transactions contemplated by the Equity Commitment Letter or the Guaranty, (iii) the filing of a joint voluntary notice with CFIUS in accordance with the requirements of Section 721, (iv) such clearances, consents, approvals, Orders, licenses, authorizations, registrations, declarations, permits, filings and notifications as may be required under (A) applicable U.S. federal and state or foreign securities Laws or the applicable requirements of the Securities ActNYSE or (B) antitrust or competition Laws, in the Exchange Act, case of clause (B) as set forth on Section 3.5(a) of the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover lawsCompany Disclosure Letter, (iiv) the filing of the Certificate of Merger or any other documents as required by the GCL DGCL, and (iiivi) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (i) conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws or other organizational documents of any of the WPZ Companies, (ii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation to which any of the WPZ Companies is a party or by which it or any of them or any of their properties or assets such Transfer Tax Filings as may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any of the WPZ Companies or any of their properties or assetsrequired by Law.

Consents and Approvals; No Violations. Except (a) for (i) any filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Securities Actof, the Exchange Act, the HSR Act, the DGCL, the laws of other states in which the Company is qualified to do or is doing business and any applicable filings under state securities, "Blue Sky" or takeover laws, (iib) foreign and supranational laws relating to antitrust and anticompetition clearances listed in Section 4.5 of the filing Company Letter, (c) other approvals of Governmental Entities listed in Section 4.5 of the Company Letter and (d) as may be required in connection with the Taxes described in Section 7.7, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (i) result in any breach of any provision of the Certificate of Merger as required by Incorporation or the GCL and By-laws or of the similar organizational documents of any of the Company’s Subsidiaries, (iiiii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no require any filing or registration with, and no Permitor the obtaining of any permit, authorization, consent or approval of, any public body Governmental Entity (except where the failure to make such filings or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permitsto obtain such permits, authorizations, consents and approvals contemplated by or approvals, individually or in the immediately preceding sentence aggregate, would not reasonably be expected to have been duly made a Material Adverse Effect on the Company or obtained, neither the execution, delivery and performance of this Agreement prevent or the other agreements contemplating hereby nor materially delay the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (i) conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws or other organizational documents of any of the WPZ CompaniesMerger), (iiiii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to or permit any right of termination, amendment, cancellation or acceleration) under, acceleration or otherwise result in any material diminution other changes of any of the rights of the WPZ Companies with respect to, right or result in obligation or the loss of any material benefit to or the creation of a lienbenefits) under, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract contract, agreement or other instrument or obligation to which the Company or any of the WPZ Companies its Subsidiaries is a party or by which it or any of them or any of their properties or assets may be are bound or result in the creation of any Lien on any property or asset of the Company or any of its Subsidiaries or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the WPZ Companies its Subsidiaries or any of their properties or assets, except, in the case of clause (iii), for breaches, defaults, terminations, amendments, cancellations, accelerations, changes, losses, Liens or violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Merger.

Consents and Approvals; No Violations. Except for (i) any applicable requirements of the Securities Act, the Exchange Act, Antitrust Laws, the HSR Communications Act, and any applicable filings under state securitiesthe Satellite Act, "Blue Sky" or takeover lawsthe NYSE, (ii) the filing and recordation of articles and/or a certificate of merger with respect to the Certificate of Merger as required by the GCL DCBCA and (iii) those the DGCL, respectively, any filings required filingsby the Investment Canada Act, registrations, consents, such filings and approvals listed on Exhibit 6.4 attached heretoas may be required under the "takeover" or "blue sky" Laws of various states, no filing or registration withas contemplated by Section 6.19 hereof or otherwise by this Agreement, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with neither the execution and delivery of this Agreement or the Carrier Acquisition Agreement by WPZ Lockheed Xxxxxx, Acquisition Sub or for Offer Subsidiary, as the case may be, nor the consummation by WPZ Lockheed Xxxxxx, Acquisition Sub or Offer Subsidiary, as the case may be, of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions any transaction contemplated hereby or and thereby by WPZ or any of its Subsidiaries will (i) conflict with or result in any breach of any provision of the Certificates charter or by-laws of IncorporationLockheed Xxxxxx or Acquisition Sub, Bylaws or other organizational documents the limited liability company agreement or certificate of any formation of Offer Subsidiary, as the WPZ Companiescase may be, (ii) require on the part of Lockheed Xxxxxx, Acquisition Sub or Offer Subsidiary any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Authority or any other Person, (iii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation amendment, cancellation, acceleration or acceleration) underpayment, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, other evidence of indebtedness, guarantee, license, contract agreement or other contract, instrument or obligation to which Lockheed Xxxxxx or any of the WPZ Companies its Subsidiaries is a party or by which it or any of them or any of their properties or assets Assets may be bound bound, or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Lockheed Xxxxxx or any of the WPZ Companies its Subsidiaries or any of their properties Assets, except for such requirements, defaults, rights or assetsviolations under clauses (ii), (iii) and (iv) above that would not reasonably be expected to have a Material Adverse Effect on Lockheed Xxxxxx.

Consents and Approvals; No Violations. Except for as set forth in Schedule 6.3, assuming (i) that any applicable requirements of the Securities Act, the Exchange Act, filings required under the HSR Act, Act are made and any applicable filings under state securities, "Blue Sky" the waiting periods thereunder have been terminated or takeover lawshave expired, (ii) the filing receipt of the Certificate requisite approvals or clearances of Merger as required by the GCL applicable foreign antitrust authorities, if any, and (iii) those required filingsthe receipt of the necessary approvals of the Bankruptcy Court (including, registrationswithout limitation, consentsthe Sale Procedures Order and Approval Order), and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by WPZ or for the consummation by WPZ each of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents Sellers and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or and thereby by WPZ or any of its Subsidiaries will (i) conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws or other organizational documents of any of the WPZ Companies, (ii) not result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss creation of any material benefit to or the creation of a lien, claim or other encumbrance Lien on any of the properties or assets of any WPZ CompanyTransaction Party under (a) the respective charter or By-laws or other constituent documents of the Transaction Parties, pursuant to (b) any Law or Order by which any Transaction Party is bound or by which any of their respective properties or assets are bound, (c) any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, license, contract franchise, permit, agreement, understanding arrangement, contract, commitment, lease, franchise agreement or other instrument or obligation (whether oral or written) (each, including all amendments thereto, a "CONTRACT") to which any of the WPZ Companies Seller is a party party, or by which it or any of them they or any of their respective properties or assets may be is bound or and (iiid) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any will not require on the part of the WPZ Companies Sellers any filing with, or permit, consent, waiver or approval of, or the giving of any notice to, any Governmental Authority on or prior to the Closing Date excluding from the foregoing clauses (b) and (d) violations, filings, notices, consents and approvals, the absence of their properties or assetswhich would not reasonably be expected to result in a Material Adverse Effect to such Seller.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Actexecution, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" delivery or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ or for any Ferrari Party, the consummation by WPZ the Ferrari Parties of the transactions contemplated by this Agreement. Assuming that all filingsMerger or any of the other Transactions, registrations, Permits, authorizations, consents and approvals contemplated or compliance by the immediately preceding sentence have been duly made or obtained, neither Ferrari Parties with any of the execution, delivery and performance provisions of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (ia) contravene, conflict with or result in any breach of any provision of the Certificates of IncorporationFerrari Governing Documents, Bylaws the Ferrari OpCo Governing Documents or other organizational documents the Governing Documents of any Ferrari Subsidiary, (b) require any filing by any Ferrari Party or any Ferrari Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the WPZ CompaniesSecurities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (ii) any filings as may be required under the DLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Ferrari in connection with this Agreement and the Merger, including a proxy statement in preliminary and definitive form relating to the Ferrari Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”), (iv) compliance with any applicable requirements under the HSR Act, (v) such filings as may be required under the rules and regulations of NASDAQ in connection with this Agreement or the Merger or (vi) such filings as may be required in connection with state and local transfer Taxes), (c) result in a material modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right, including any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Contract to which Ferrari or any of the WPZ Companies Ferrari Subsidiaries is a party or by which it or any of them their respective assets or properties may be bound, (d) assuming the making of all filings and notifications as may be required under the HSR Act and the receipt of all clearances, authorizations, approvals, consents and waiting period expirations or terminations as may be required under the HSR Act, violate any Order or Law applicable to any Ferrari Party, any Ferrari Subsidiary or any of their properties properties, assets or assets may be bound operations, or (iiie) violate result in the creation or imposition of any order, writ, injunction, decree, statute, rule or regulation applicable to Lien on any asset of the WPZ Companies any Ferrari Party or any Ferrari Subsidiary; except in each of their properties clauses (b), (c), (d) or assets(e), as would not reasonably be expected, individually or in the aggregate, to have a Ferrari Material Adverse Effect.

Consents and Approvals; No Violations. (a) Except for (i) any applicable requirements as set forth in Schedule 4.3(a) of the Securities Act, disclosure schedule being delivered by the Exchange Act, Buyer to the HSR Act, and any applicable filings under state securities, Sellers concurrently herewith (the "Blue Sky" or takeover lawsBuyer Disclosure Schedule"), (ii) the filing with the SEC of the Certificate Proxy Statement and such other reports and information under the Exchange Act and the rules and regulations promulgated thereunder, (iii) such filings, authorizations, orders and approvals as may be required under foreign securities laws, state securities laws and the rules of Merger NASDAQ, (iv) such filings, notifications and authorizations as may be required by the GCL French Ministry of Economy and Finance, (v) the consent of the stockholders of Buyer, and (iiivi) those required filings, registrations, where the failure to obtain or make such consents, and approvals listed on Exhibit 6.4 attached heretoapprovals, no filing orders, authorizations or registration withfilings would not reasonably by likely to have a Buyer Material Adverse Effect, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with none of the execution and delivery of this Agreement or the other Transaction Agreement by WPZ the Buyer or for the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Buyer of the transactions contemplated hereby or thereby by WPZ do or any will, directly or indirectly (with or without notice or lapse of its Subsidiaries will time or both), (i) conflict with or result in any breach of any provision of the Certificates certificate of Incorporationincorporation or by-laws of, Bylaws or other organizational documents any resolution adopted by the board of any directors or the stockholders of the WPZ CompaniesBuyer, (ii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation cancellation, or acceleration) under, or otherwise result in require any Consent under, any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract Contract, agreement, or other instrument or obligation to which the Buyer or any of the WPZ Companies its Subsidiaries is a party or by which it or any of them or any of their respective properties or assets may be bound or bound, (iii) violate or contravene any order, writ, injunction, decree, statute, rule Order or regulation Law or Governmental Authorization applicable to the Buyer, any of the WPZ Companies its Subsidiaries or any of their respective properties or assets, (iv) require any filing with, or the obtaining of any permit, authorization, Consent or approval of, any Governmental Entity, or (v) require the Buyer to give any notice to, or obtain any Consent from, any Person (including any Governmental Entity).

Consents and Approvals; No Violations. Except for (i) any applicable requirements of the Securities Act, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" No filing with or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration withnotice to, and no Permitpermit, authorization, registration, consent or approval of, any public body or Governmental Authority or other third party Entity is necessary or required in connection with on the execution part of Seller for the execution, delivery and delivery performance by Seller of this Agreement by WPZ or for any Ancillary Agreement or the consummation by WPZ Seller of the transactions contemplated hereby or thereby, except (a) compliance with any applicable requirements of the HSR Act and any applicable non-U.S. Competition Laws; (b) as may be necessary as a result of any facts or circumstances solely relating to Purchaser or any of its Affiliates or (c) any such filings, notices, permits, authorizations, registrations, consents or approvals, the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect or would not be materially adverse to the ability of Seller to consummate the transactions contemplated by this AgreementAgreement and the Ancillary Agreements. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by compliance with the immediately items described in clauses (a) through (c) of the preceding sentence have been duly made or obtainedsentence, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby any Ancillary Agreement by Seller nor the consummation by Seller of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (i) conflict with or result in any breach breach, violation or infringement of any provision of the Certificates respective articles of Incorporation, Bylaws incorporation or other organizational documents by-laws (or similar governing documents) of Seller or any of the WPZ CompaniesTransferred Entity, (ii) result in a material breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any noteBusiness Material Contract, bond, mortgage, indenture, license, contract or other instrument or obligation to which any of the WPZ Companies is a party or by which it or any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to any of the WPZ Companies Transferred Entity or any of their respective properties or assets, except, in the case of clause (ii) or clause (iii), as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect or would not be materially adverse to the ability of Seller to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

Consents and Approvals; No Violations. Except for Assuming (i) the --------------------------------------------------- filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), are made and the waiting periods thereunder (if ------- applicable) have been terminated or expired, (ii) the prior notification and reporting requirements of antitrust or competition laws of the member states of the European Union as may be applicable (collectively, the "European Antitrust ------------------ Laws"), if applicable, are satisfied and any antitrust filings/notifications ---- which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iii) the prior notification and reporting requirements of other antitrust or competition laws as may be applicable are satisfied and any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made, (iv) the applicable requirements of the Securities Act, Act and the Exchange ActAct are met, (v) the HSR Act, and requirements under any applicable filings under foreign or state securities, "Blue Sky" securities or takeover lawsblue sky laws are met, (iivi) the filing of the Certificate Articles of Merger and other appropriate merger documents, if any, as required by the GCL VSCA, are made, (vii) in the case of this Agreement, the Company Shareholder Approval is received, (viii) the requirements of any applicable state law relating to the transfer of contaminated property are met and (iiiix) those required filingsas otherwise set forth in Section 5.04 to the Company Disclosure Schedule, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the Company and the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Company of the transactions contemplated hereby do not and will not: (A) violate or thereby by WPZ conflict with any provision of the Company's Articles of Incorporation or the Company's By-Laws or the comparable governing documents of any of its Significant Subsidiaries; (B) violate or conflict with any statute, law, ordinance, rule or regulation (collectively, "Laws") or any order, ---- judgment, decree, writ, permit or license (collectively, "Orders"), of any court, tribunal, arbitrator, authority, ------ agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental Authority") applicable to the Company or ---------------------- any of its Subsidiaries will or by which any of their respective properties or assets may be bound; (iC) conflict with except as provided above or result as set forth in Section 5.04 of the Company Disclosure Schedule, require any breach filing with, or permit, consent or approval of, or the giving of any provision notice to, any Governmental Authority; or (D) except as set forth in Section 5.04 of the Certificates of IncorporationCompany Disclosure Schedule, Bylaws or other organizational documents of any of the WPZ Companies, (ii) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss creation of any material benefit to or the creation of a lien, claim or other encumbrance on Lien upon any of the properties or assets of the Company or any WPZ Companyof its Subsidiaries under, pursuant or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract franchise, permit, agreement, contract, lease, franchise agreement or other instrument or obligation of any kind (collectively, "Contracts") to which any of the WPZ Companies is a party or by which it Company or any of them its Subsidiaries is a party, or by --------- which any such Person or any of their its properties or assets may are bound, excluding from the foregoing clauses (B), (C) and (D), conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which, and filings, permits, consents, approvals or notices, the failure to have made or received, would not reasonably be bound expected to, individually or in the aggregate, have a Company Material Adverse Effect; provided, however, that for purposes of this -------- ------- Section 5.04, the definition of "Company Material Adverse Effect" shall be read so as not to include clause (iiiii)(B) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any of the WPZ Companies or any of their properties or assetsthereof.

Consents and Approvals; No Violations. Except for Assuming (ia) any the filings required under the HSR Act are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the Securities Act, Act and the Exchange ActAct are met, (c) the HSR Act, and requirements under any applicable filings under state securities, "Blue Sky" securities or takeover lawsblue sky Laws are met, (iid) the requirements of the NYSE in respect of the listing of the shares of RMT Partner Common Stock to be issued hereunder are met, (e) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the GCL DGCL, are made, and (iiif) those required filingsthe RMT Partner Shareholder Approval is obtained, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement and the Other RMT Agreements by WPZ or for RMT Partner and Merger Sub, as applicable, and the consummation by WPZ RMT Partner and Merger Sub of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents Transactions do not and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will not: (i) violate or conflict with or result in any breach of any provision of their respective articles of incorporation or code of regulations (or the Certificates of Incorporation, Bylaws or other organizational documents of any of the WPZ Companiescomparable governing documents), (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to RMT Partner or Merger Sub or by which any of their respective properties or assets may be bound; (iii) require any filing with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Authority; or (iv) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (under, or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss creation of any material benefit to or the creation of a lien, claim or other encumbrance on Security Interest upon any of the properties or assets of RMT Partner or its Subsidiaries or give rise to any WPZ Companyobligation, pursuant to right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Contract that would be required to which any be filed as a “material contract” (as such term is defined in item 601(b)(10) of Regulation S-K of the WPZ Companies is a party or by which it or any Commission) in an annual report on Form 10-K of them or any RMT Partner if such Form 10-K was to be filed on the date of their properties or assets may be bound or this agreement (iii) violate any orderor, writ, injunction, decree, statute, rule or regulation applicable to any for purposes of the WPZ Companies closing condition in Section 6.03(c), as of the Closing Date) (an “RMT Partner Material Contract”), excluding in the case of clauses (ii) through (iv) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Security Interests that would not reasonably be expected to have, individually or any of their properties or assetsin the aggregate, an RMT Partner MAE.

Consents and Approvals; No Violations. Except for Assuming (i) the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), are made and the waiting periods thereunder (if applicable) have been terminated or expired, (ii) the prior notification and reporting requirements of the antitrust laws of the member states of the European Union as may be applicable (collectively, the "EUROPEAN ANTITRUST LAWS") are satisfied and any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iii) the prior notification and reporting requirements of other antitrust or competition laws as may be applicable are satisfied and any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made, (iv) the applicable requirements of the Securities ActExchange Act are met, (v) the Exchange Act, the HSR Act, and requirements under any applicable filings under foreign or state securities, "Blue Sky" securities or takeover lawsblue sky laws are met, (iivi) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the GCL DGCL, are made and (iiivii) those required filingsin the case of this Agreement, registrationsthe Company Shareholder Approval is received, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the Company and the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Company of the transactions contemplated hereby (including the changes in the composition of the Board of Directors of the Company) do not and will not: (A) violate or thereby by WPZ conflict with any provision of the Company's Certificate of Incorporation or the Company's By-Laws or the comparable governing documents of any of its Subsidiaries; (B) violate or conflict with any statute, law, ordinance, rule or regulation (together, "LAWS") or any order, judgment, decree, writ, permit or license (together, "ORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "GOVERNMENTAL AUTHORITY") applicable to the Company or any of its Subsidiaries will or by which any of their respective properties or assets may be bound; (iC) conflict with except as set forth in Section 5.4 of the Company Disclosure Schedule, require any filing with, or result in any breach permit, consent or approval of, or the giving of any provision notice to, any Governmental Authority; or (D) except as set forth in Section 5.4 of the Certificates of IncorporationCompany Disclosure Schedule, Bylaws or other organizational documents of any of the WPZ Companies, (ii) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss creation of any material benefit to or the creation of a lien, claim or other encumbrance on Lien upon any of the properties or assets of the Company or any WPZ Companyof its Subsidiaries under, pursuant or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract franchise, permit, agreement, contract, lease or other instrument or obligation of any kind ("CONTRACTS") to which the Company or any of its Subsidiaries is a party, or by which any such Person or any of its properties or assets are bound, excluding from the foregoing clauses (B), (C) and (D) conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which could not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect or prevent the consummation of any of the WPZ Companies is a party or transactions contemplated by which it or any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any of the WPZ Companies or any of their properties or assetsthis Agreement.

Consents and Approvals; No Violations. (a) Except for (i) any applicable requirements of the Securities Actnotices, the Exchange Act, the HSR Actconsents or approvals, and any applicable filings under state securitiesor registrations, "Blue Sky" or takeover lawsrequired to obtain the Requisite Regulatory Approvals, (ii) the filing with the SEC of the Merger Proxy Statement and the filing and declaration of effectiveness of the Registration Statement, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iv) such filings and approvals as are required by to be made or obtained under the GCL securities or "Blue Sky" Laws of various states in connection with the issuance of the shares of Acquiror Common Stock pursuant to this Agreement, (v) the approval of the listing of the Acquiror Common Stock to be issued in the Merger on the NYSE, and (iiivi) those required filings, registrations, consents, and approvals the consents of third parties under the Contracts listed on Exhibit 6.4 attached heretoin Section 6.4(a)(vi) of the Acquiror Disclosure Schedule, no filing notices to, consents or registration with, and no Permit, authorization, consent or approval approvals of, or filings or registrations with any public body Governmental Entity or Governmental Authority with any self regulatory authority or other with any third party is are necessary or required in connection with the execution and delivery by each of Acquiror and HAC of this Agreement by WPZ or for and the consummation by WPZ each of Acquiror and HAC of the transactions contemplated by this Agreement. Assuming that all filingshereby, except for such notices, consents, approvals, filings or registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly failure of which to be made or obtainedobtained would not, neither individually or in the executionaggregate, delivery and performance of this Agreement or reasonably be expected to have a Material Adverse Effect on the other agreements contemplating hereby nor the consummation Acquiror. As of the transactions contemplated hereby or thereby by WPZ or any date hereof, Acquiror knows of its Subsidiaries no reason why all Requisite Regulatory Approvals will (i) conflict with or result in any breach of any provision of the Certificates of Incorporation, Bylaws or other organizational documents of any of the WPZ Companies, (ii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation to which any of the WPZ Companies is a party or by which it or any of them or any of their properties or assets may not be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any of the WPZ Companies or any of their properties or assetsobtained.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Act------------------------------------- execution, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" delivery or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ Parent or for Merger Sub, the 42 consummation by WPZ Parent or Merger Sub of the transactions contemplated Transactions, or compliance by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made Parent or obtained, neither the execution, delivery and performance of this Agreement or the other agreements contemplating hereby nor the consummation Merger Sub with any of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries provisions hereof will (ia) conflict with or result in any breach of any provision of the Certificates articles of Incorporationincorporation or bylaws of Parent or the certificate of incorporation or by-laws of Merger Sub, Bylaws (b) require any material filing by Parent or other organizational documents of Merger Sub with, or permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the WPZ CompaniesExchange Act, (ii) any filings as may be required under the BCL in connection with the Transactions, (iii) any filings, permits, authorizations, consents and approvals as may be required under the HSR Act and any applicable competition, antitrust or investment laws of foreign jurisdictions, (iv) any filings with and notices to The New York Stock Exchange, Inc. as may be required in connection with this Agreement and the Transactions and (v) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws in connection with this Agreement and the Transactions), (c) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any material note, bond, mortgage, lien, indenture, lease, license, contract contract, agreement or other instrument or obligation to which any of the WPZ Companies Parent or Merger Sub is a party or by which it or any either of them or any of their respective properties or assets may be bound or (iiid) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the WPZ Companies its Subsidiaries, or any of their respective properties or assets, except in the case of clauses (b), (c) and (d) for any failures to make such filings and failures to obtain such permits, authorizations, consents or approvals and any such violations, breaches or defaults which would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of each of Parent and Merger Sub, as the case may be, to perform its obligations under this Agreement, or prevent or materially delay the consummation by Parent or Merger Sub of the Transactions.

Consents and Approvals; No Violations. Except for (ia) any the filing with the SEC of a proxy statement relating to the Company Shareholders Meeting (as amended or supplemented from time to time, including the letter to shareholders, notice of meeting and form of proxy, the “Proxy Statement”), (b) compliance with the HSR Act, (c) compliance with the applicable requirements of the Securities Act, Act and the Exchange ActAct and the rules and regulations promulgated thereunder, as may be required in connection with the HSR ActTransactions, (d) compliance with state securities takeover and “blue sky” laws, as may be required in connection with the Merger, (e) compliance with the rules and regulations of, and any applicable filings under state securitieswith and approvals of, "Blue Sky" or takeover lawsthe New York Stock Exchange (“NYSE”), (iif) the approval of the Company Board set forth in Section 4.2(a), (g) the affirmative vote of the holders of a majority of all the votes entitled to be cast to approve this Agreement (the “Company Shareholder Approval”), (h) compliance with Competition Laws and Investment Laws of the jurisdictions set forth on Section 4.3(h) of the Company Disclosure Letter and (i) the filing of the Certificate Articles of Merger as required by contemplated under Section 2.3 (collectively, the GCL and (iii) those required filings“Transaction Approvals”), registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance by the Company of this Agreement or the other agreements contemplating hereby nor and the consummation of the transactions contemplated hereby Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, Table of Contents (i) violate, in any material respect, any Law or thereby by WPZ Order applicable to the Company or any of its Subsidiaries will or by which any of their respective properties or assets are bound or affected; (iii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other action by, any Governmental Authority; (iii) violate or conflict with or result in any breach of any provision of the Certificates Articles of IncorporationIncorporation or Bylaws; (iv) require any consent of, Bylaws notice to or other organizational documents of action by any of the WPZ CompaniesPerson under, (ii) result in constitute a material violation default or breach ofor an event that, or constitute (with or without due notice or lapse of time or both) , would constitute a material default (or give rise to any right of termination, cancellation or acceleration) breach under, or otherwise result in any material diminution cause or permit termination, cancelation, acceleration, or other change of any of the rights of the WPZ Companies with respect to, right or result in obligation or the loss of any material benefit to under, any provision of any Company Material Contract, or under any Permit materially affecting the assets or business of the Company and its Subsidiaries (taken as a whole); or (v) result in the creation or imposition of a lien, claim or Lien (other encumbrance than Permitted Liens) on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation to which any of the WPZ Companies is a party or by which it Company or any of them its Subsidiaries, except in the case of clauses (ii), (iv) and (v), as has not had and would not be reasonably expected to have, individually or any of their properties or assets may in the aggregate, a Company Material Adverse Effect and has had not and would not be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable reasonably expected to any be materially adverse to the ability of the WPZ Companies or any of their properties or assetsCompany to consummate the Transactions on a timely basis.

Consents and Approvals; No Violations. Except for (i) any applicable requirements None of the Securities Actexecution, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" delivery or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery performance of this Agreement by WPZ or for Parent, Merger Sub and Partnership Merger Sub, the consummation by WPZ Parent, Merger Sub and Partnership Merger Sub of the transactions contemplated Mergers or any of the other Transactions or compliance by this Agreement. Assuming that all filingsParent, registrations, Permits, authorizations, consents Merger Sub and approvals contemplated by Partnership Merger Sub with any of the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance provisions of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (ia) contravene, conflict with or result in any breach of any provision of the Certificates of IncorporationParent Governing Documents, Bylaws the Merger Sub Governing Documents, the Partnership Merger Sub Governing Documents or other the comparable organizational or governing documents of any Parent Significant Subsidiary, (b) require any filing by Parent, Merger Sub, Partnership Merger Sub or any Parent Significant Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the WPZ CompaniesExchange Act, (ii) any filings as may be required under the MGCL, the DRULPA or the DLLCA in connection with the Mergers, (iii) such filings with the SEC as may be required to be made by Parent, including the Joint Proxy Statement and the Form S-4, (iv) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (v) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement or the Mergers, or (vi) such filings as may be required in connection with state and local transfer Taxes), (c) result in a material modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a lien, claim or other encumbrance on any of the properties or assets of any WPZ Company, pursuant to any of the terms, conditions or provisions of any noteContract that is material to Parent, bond(d) violate any Order or Law applicable to Parent, mortgageMerger Sub, indenture, license, contract or other instrument or obligation to which any of the WPZ Companies is a party or by which it Partnership Merger Sub or any of them Parent Subsidiary or any of their properties properties, assets or assets may be bound operations, or (iiie) violate result in the creation or imposition of any orderLien on any asset of Parent, writMerger Sub, injunction, decree, statute, rule or regulation applicable to any of the WPZ Companies Partnership Merger Sub or any Parent Subsidiaries; except in each of their properties clauses (b), (c), (d) or assets(e) where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for Assuming (ia) the filings required under the HSR Act and any other applicable Antitrust Law are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the Securities Act, Act and the Exchange ActAct are met, including the HSR Actfiling with the SEC of the Proxy Statement and the Form S-4 in which the Proxy Statement will be included, and the declaration of effectiveness of such Form S-4, (c) the requirements under any applicable filings under state securities, "Blue Sky" securities or takeover lawsblue sky laws are met, (iid) the requirements of the NYSE or NASDAQ in respect of the listing of the shares of Hampton Class A Common Stock to be issued in connection with the consummation of the Transactions are met and notices to the NYSE or NASDAQ related to the Transactions are delivered, (e) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the GCL DGCL and the FBCA, are made, and (iiif) those required filingsthe Apple Shareholder Approval is obtained, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by WPZ or for Apple and the consummation by WPZ Apple of the transactions contemplated by this Agreement. Assuming that all filingsTransactions, registrations, Permits, authorizations, consents do not and approvals contemplated by the immediately preceding sentence have been duly made will not (i) violate or obtained, neither the execution, delivery and performance conflict with any provision of this Agreement its articles of incorporation or bylaws or the other agreements contemplating hereby nor the consummation comparable governing documents of the transactions contemplated hereby any of its Subsidiaries, (ii) violate or thereby by WPZ conflict with any Law or Order applicable to Apple or any of its Subsidiaries will or by which any of their respective properties or assets may be bound, (iiii) conflict with require any filing with, or result in any breach Permit, consent or approval of, or the giving of any provision of the Certificates of Incorporationnotice to, Bylaws any Governmental Entity, or other organizational documents of any of the WPZ Companies, (iiiv) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default (under, or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect toacceleration of, or result in the loss creation of any material benefit to or the creation of a lien, claim or other encumbrance on Encumbrance upon any of the properties or assets of Apple or any WPZ Companyof its Subsidiaries under, pursuant or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract or other instrument or obligation Contract to which Apple or any of the WPZ Companies its Subsidiaries is a party party, or by which it Apple or any of them or any of their properties or assets its Subsidiaries may be bound bound, excluding in the case of clauses (i) through (iv) above, conflicts, violations, breaches, defaults, rights of termination, cancellations, accelerations, increases, losses, creations and impositions of Encumbrances which would not, individually or (iii) violate any orderin the aggregate, writ, injunction, decree, statute, rule or regulation applicable reasonably be expected to any of the WPZ Companies or any of their properties or assetshave an Apple Material Adverse Effect.