Common use of No Conflict; Government Consent Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

No Conflict; Government Consent. Neither the execution and delivery by the such Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (ia) any law, rule, regulationregulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the such Borrower or any Guarantor of its Subsidiaries or (iib) the such Borrower’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iiic) the provisions of any indenture, instrument or agreement to which the such Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the such Borrower or any Guarantor a Subsidiary of such Borrower pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityGovernmental Authority, or any subdivision thereof, or any other Person (including without limitation the shareholders or policyholders, as applicable, of any Person) which has not been obtained by the such Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the such Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the such Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, nor the consummation by the Borrower of the transactions therein contemplated, nor compliance by the Borrower with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Principal Subsidiaries or (ii) the Borrower’s or any GuarantorPrincipal Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Principal Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any Guarantor a Principal Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, 45 authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityGovernmental Authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Principal Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Principal Subsidiaries in connection with the execution and delivery by the Borrower of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability against the Borrower of any of the Loan Documents.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No Conflict; Government Consent. Neither the execution and delivery by the Borrower any of AMS or any Guarantor Holdings of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, Closing Transactions nor compliance with the provisions thereof will of the Loan Documents will, or at the relevant time did, violate in any material respect (ia) any law, rule, regulationregulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower AMS or any Guarantor or of its Subsidiaries, (iib) the Borrower’s AMS's or any Guarantor’s of its Subsidiaries' articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iiic) the provisions of any indenture, instrument or agreement to which the Borrower AMS or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower AMS or any Guarantor Subsidiary pursuant to the terms of any such indenture, instrument or agreement, except for any violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect. No Except as set forth in Schedule 5.3 hereto, no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityGovernmental Authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantor, other Person (including without limitation the stockholders of any Person) is required to be obtained by the Borrower AMS or any Guarantor Subsidiary in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor AMS of the Obligations Obligations, the execution and delivery of the Guaranty Agreement and the Pledge Agreements or the legality, validity, binding effect or enforceability of any of the Loan DocumentsDocuments or the consummation of any of the Closing Transactions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No Conflict; Government Consent. Neither the execution and delivery by each of the Borrower or any Guarantor Borrowers and the Guarantors of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplatedTransactions, nor compliance with the provisions thereof will violate in any material respect (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any Guarantor or of its Subsidiaries, (iib) the BorrowerCompany’s or any GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsby‑laws, or operating or other management agreement, as the case may be, or (iiic) the provisions of any material indenture, instrument or agreement to which the Borrower Company or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Company or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No Subject to the Specified Collateral Limitation Provision and except for SEC filings and any actions contemplated by Section 5.11, no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Company or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower Company or any Guarantor of its Subsidiaries in connection with the execution and delivery by it of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor Borrowers of the Obligations or the legality, validity, binding effect or enforceability against the Loan Parties of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyand Bond Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor of its Subsidiaries or (ii) the Borrower’s 's or any Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Guarantor of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien (other than a lien permitted under Section 6.5) in, of or on the Property of the Borrower or any Guarantor a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Guarantorof its Subsidiaries, is required to be obtained by the Borrower or any Guarantor of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Guarantor of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents and the Bond Documents.

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

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

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

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