Common use of No Conflict; Government Consent Clause in Contracts

No Conflict; Government Consent. Neither the execution and delivery by the Borrower 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 (i) violate any Law or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s or any Subsidiary’s Constituent Documents, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement to which the Borrower or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness 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 of its Subsidiaries, is required to be obtained by the Borrower or any 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 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 and the Guarantors 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 (a) violate (i) violate in any Law material respect any order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or Restricted Subsidiaries, (ii) violate any material law, rule, regulation applicable to the Borrower or any of its Restricted Subsidiaries, (iii) the Borrower’s or any SubsidiaryGuarantor’s Constituent Documentsarticles 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 (iiiiv) violate in any material respect the provisions provision of any Material Indebtedness Agreement indenture, material instrument or material agreement to which the Borrower or any of its Restricted Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or (b) conflict with or constitute a default thereunderunder any indenture, material instrument or material agreement, or (c) result in, or require, the creation or imposition of any Lien in, of of, or on the Property of the Borrower or a Restricted Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, material instrument or material agreement to which the Borrower or any of its Restricted Subsidiaries is a party. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, approval or other action in respect of by, and no notice, registration or filing with, any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Restricted Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries Guarantor in connection with the execution and delivery of the Loan DocumentsDocuments to which it is a party, the borrowings under this Agreement, and the payment and performance by the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan DocumentsObligations.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any of the Subsidiary Guarantors, if any,Loan Parties of the Loan Documents to which it any of them is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower BorrowerLoan Parties or any of its itstheir respective Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s or any SubsidiarySubsidiarysuch Loan Party’s Constituent Documentsarticles of incorporation, by-laws, articles of organization, articles of formation, certificates of trust, limited partnership certificates, operating agreements, trust agreements, or (iii) violate in any material respect limited partnership agreements, or the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any of its Subsidiaries SubsidiariesLoan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in, or require, in the creation or imposition of any Lien (other than Permitted Liens set forth in Section 6.16) in, of or on the Property of the Borrower or a Subsidiary Subsidiaryany Loan Party pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower authorize, or any 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 of the Obligations or is required for the legality, validity, binding effect or enforceability of of, any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any of its Domestic Subsidiaries of any of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that Material Subsidiaries, except for such violations or defaults as would reasonably be expected to result in not have a Material Adverse Effect or (ii) violate the Borrower’s 's or any Subsidiary’s Constituent Documents'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 in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, except for such conflicts, violations or defaults as would not have a Material Indebtedness AgreementAdverse 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 of its Domestic Subsidiaries, is required to be obtained by the Borrower or any 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 of the Obligations Obligations, the performance by any Material Subsidiary of its obligations under its 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 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 (ia) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower such Loan Party or any of its respective Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (iib) violate the Borrower’s such Loan Party's or any Subsidiary’s Constituent Documents's articles or certificate of incorporation, partnership agreement, limited liability company agreement certificate of partnership, articles or certificate of organization, bylaws, or operating, management agreement or other constitutive documents, as the case may be, or (iiic) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower such Loan Party or any of its 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 such Loan Party or a Subsidiary any of its respective Subsidiaries pursuant to the terms of any such indenture, instrument or agreement, except, in the case of clauses (a) through (c), to the extent that such violation could not reasonably be expected to have a Material Indebtedness AgreementAdverse 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 a Loan Party or any of its respective Subsidiaries, is required to be obtained by the Borrower such Loan Party or any of its 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 such Loan Party of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except, in each case, to the extent that the failure to obtain such order, consent, adjudication, approval, license, authorization, validation, exemption or other action or to make such filing, recording or registration could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect Borrower, or (ii) violate the Borrower’s articles or any Subsidiary’s Constituent Documentscertificate of incorporation or by-laws, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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, except in the creation or imposition case of any Lien in, of or on the Property of the Borrower or a Subsidiary pursuant clauses (i) and (iii) to the terms of any extent such violation could not reasonably be expected to have a Material Indebtedness AgreementAdverse 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 of its SubsidiariesBorrower, is required to be obtained by the Borrower or any 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 of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except those orders, consents, adjudications, approvals, licenses, authorizations, validations, filings, recordings, registrations, exemptions or other actions which have been obtained or taken or where the failure to so obtain or take would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that except for violations which individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect Effect, or (ii) violate the Borrower’s 's or any Subsidiary’s Constituent Documents'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) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a Subsidiary pursuant to the terms of of, any such indenture, instrument or agreement, other than indentures, instruments or agreements which will be terminated on the Closing Date in connection with the full repayment of Indebtedness outstanding under such indentures, instruments or agreements, and except for violations which individually or in the aggregate would not reasonably be expected to result in a Material Indebtedness AgreementAdverse Effect. No material order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other material 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 of its Subsidiaries, is required to be obtained by the Borrower or any 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 of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except filings necessary to perfect Liens created under the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the such Subsidiary Borrower of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplatedcontemplated to be consummated by it, nor compliance by such Subsidiary Borrower with the provisions thereof will (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the such Subsidiary Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the such Subsidiary Borrower’s or any Subsidiary’s Constituent Documents, of its Subsidiaries’ memoranda or (iii) violate in any material respect articles of association or the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the such Subsidiary Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien lien in, of or on the Property property of the such Subsidiary Borrower or a Subsidiary any of its Subsidiaries pursuant to the terms of any such Material Indebtedness Agreementindenture, instrument or agreement in any such case which violation, conflict, default, creation or imposition could reasonably be expected to have a material adverse effect on such Subsidiary Borrower. 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 of its Subsidiaries, agency is required to be obtained by the Borrower authorize, or any of its Subsidiaries 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 of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower of the Loan Documents to which it is a party, nor the consummation by the Borrower of the transactions therein contemplated, nor compliance by the Borrower with the provisions thereof will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s or any Subsidiary’s Constituent Documentsarticles 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 in any material respect the provisions of any Material indenture, instrument or agreement evidencing Indebtedness Agreement or payment obligations in excess of $50,000,000 to which the Borrower or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery by the Borrower of the Loan DocumentsDocuments to which it is a party, the borrowings under this Agreement, or the payment and performance by the Borrower of the Obligations under the Loan Documents to which it is a party, or in order to insure the legality, validity, binding effect or enforceability against the Borrower of any of the Loan DocumentsDocuments to which it is a party.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or 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 thereof, nor the consummation of the Tapco Acquisition or the Refinancing will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s 's or any Subsidiary’s Constituent Documents'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) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a Subsidiary pursuant to the terms of of, any such indenture, instrument or agreement, except as in the aggregate could not be reasonably likely to result in a Material Indebtedness AgreementAdverse Change. 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 of its Subsidiaries, is required to be obtained by the Borrower or any 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 of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, or the consummation of the Tapco Acquisition or the Refinancing except as in the aggregate cannot reasonably be expected to result in a Material Adverse Change.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any of its Domestic Subsidiaries of any 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 (ia) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that Material Subsidiaries, except for such violations or defaults as would reasonably be expected to result in not have a Material Adverse Effect or (iib) violate the Borrower’s or any Subsidiary’s Constituent Documentsarticles 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) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, except for such conflicts, violations or defaults as would not have a Material Indebtedness AgreementAdverse 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 of its Domestic Subsidiaries, is required to be obtained by the Borrower or any 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 of the Obligations Obligations, the performance by any Material Subsidiary of its obligations under its 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 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 (i) violate or conflict with the Borrower’s or any Law Material 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 (ii)(a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Material Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (iib) violate the Borrower’s contravene or any Subsidiary’s Constituent Documents, or (iii) violate in any material respect conflict with the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any of its Material 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 a Material Subsidiary pursuant to the terms of any such indenture, instrument or agreement, except for any such violations, contraventions, conflicts or defaults which, individually and in the aggregate, could not reasonably be expected to have a Material Indebtedness AgreementAdverse Effect. No material 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 of its Material Subsidiaries, is required to be obtained by the Borrower or any of its Material Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations thereunder 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 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 (ia) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower such Loan Party or any of its respective Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (iib) violate the Borrowersuch Loan Party’s or any Subsidiary’s Constituent Documentsarticles or certificate of incorporation, partnership agreement, limited liability company agreement certificate of partnership, articles or certificate of organization, bylaws, or operating, management agreement or other constitutive documents, as the case may be, or (iiic) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower such Loan Party or any of its 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 such Loan Party or a Subsidiary any of its respective Subsidiaries pursuant to the terms of any such indenture, instrument or agreement, except, in the case of clauses (a) through (c), to the extent that such violation could not reasonably be expected to have a Material Indebtedness AgreementAdverse 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 a Loan Party or any of its respective Subsidiaries, is required to be obtained by the Borrower such Loan Party or any of its 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 such Loan Party of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except, in each case, to the extent that the failure to obtain such order, consent, adjudication, approval, license, authorization, validation, exemption or other action or to make such filing, recording or registration could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or Subsidiaries, (ii) violate the Borrower’s or any Subsidiary’s Constituent Documents, Charter Documents or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement material indenture, instrument or agreement to which the Borrower or any 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 Permitted Liens) in, of or on the Property of the Borrower or a Subsidiary any of its Subsidiaries pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any 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 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 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect Subsidiary or (ii) violate the Borrower’s 's or any Subsidiary’s Constituent Documents's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws, or operating or other management agreement, as the case may be, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any of its Subsidiaries Significant 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 a any Significant Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, instrument or agreement. No Except for an appropriate order or orders of the SEC under PUHCA, each of which has been issued and is in full force and effect (and copies of which have been delivered to the Agent), no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityauthority (including the Federal Energy Regulatory Commission), or any subdivision thereof, which has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries Subsidiary, in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.. 5.4

No Conflict; Government Consent. Neither the execution and delivery by the Parent, Borrower and Borrower's 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Parent, Borrower or any of its Borrower's Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Parent's, Borrower’s 's or any Subsidiary’s Constituent Documents'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 in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Parent, Borrower or any of its 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 Parent, Borrower or a Subsidiary Borrower's Subsidiaries pursuant to the terms of any such indenture, instrument or agreement, except where such failure could not reasonably be expected to have a Material Indebtedness AgreementAdverse 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 Parent, Borrower or any of its Borrower's Subsidiaries, is required to be obtained by the Parent, Borrower or any of its Borrower's Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings Advances under this Agreement, the payment and performance by the Borrower of the Secured 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 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 (i) violate or conflict with the Borrower’s or any Law Material 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 (ii)(a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Material Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (iib) violate the Borrower’s contravene or any Subsidiary’s Constituent Documents, or (iii) violate in any material respect conflict with the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any of its Material 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 a Material Subsidiary pursuant to the terms of any such indenture, instrument or agreement, except for any such violations, contraventions, conflicts or defaults which, individually and in the aggregate, could not reasonably be expected to have a Material Indebtedness AgreementAdverse Effect, or, in the case of any such Lien, except for any such Lien which is not prohibited hereby. No material 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 of its Material Subsidiaries, is required to be obtained by the Borrower or any of its Material Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations thereunder or the legality, validity, binding effect or enforceability of any of the Loan Documents; it being acknowledged and agreed by all parties that (i) as of the Closing Date, the order of the Oklahoma Corporation Commission authorizes borrowings in a principal amount not to exceed $500,000,000 and (ii) additional authorization of the Oklahoma Corporation Commission, the Federal Energy Regulatory Commission or such other Governmental Authority then having authority over such matters will be necessary for the Borrower to borrow Loans in, or to exercise its right to request an increase in the Aggregate Commitment to, a principal amount in excess of $500,000,000.

No Conflict; Government Consent. Neither the execution and delivery by the any Borrower 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 (a) violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the such Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or Subsidiaries, (ii) violate the such Borrower’s or any Subsidiary’s Constituent Organization Documents, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture or material instrument or agreement to which the such Borrower or any 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 (b) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Company or a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of, any governmental or public body or authorityGovernmental Authority, or any subdivision thereof, which that has not been obtained by the Borrower Company or any of its Subsidiaries, is required to be obtained by the Borrower Company or any 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 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 Non-U.S. Subsidiary Borrower of the Loan Documents to which it is a partyNon-U.S. Subsidiary Borrower Credit Documents, nor the consummation by it of the transactions therein contemplatedcontemplated to be consummated by it, nor compliance by the Non-U.S. Subsidiary Borrower with the provisions thereof will (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Non-U.S. Subsidiary Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Non-U.S. Subsidiary Borrower’s 's or any Subsidiary’s Constituent Documents, of its Subsidiaries' articles of association (or (iiiother comparable constituent documents) violate in any material respect or the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Non-U.S. Subsidiary Borrower or any 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 Non-U.S. Subsidiary Borrower or a Subsidiary any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement in any such case which violation, conflict, default, creation or imposition could reasonably be expected to have a Material Indebtedness AgreementAdverse 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 of its Subsidiaries, agency is required to be obtained by the Borrower authorize, or any of its Subsidiaries 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 of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Non-U.S. Subsidiary Borrower Credit Documents.

No Conflict; Government Consent. Neither the execution and delivery by the such Non-U.S. Subsidiary Borrower of the Loan Non-U.S. Subsidiary Borrower Credit Documents to which it is a party, nor the consummation by it of the transactions therein contemplatedcontemplated to be consummated by it, nor compliance by such Non-U.S. Subsidiary Borrower with the provisions thereof will (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the such Non-U.S. Subsidiary Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the such Non-U.S. Subsidiary Borrower’s or any Subsidiary’s Constituent Documents, of its Subsidiaries’ articles of association (or (iiiother comparable constituent documents) violate in any material respect or the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the such Non-U.S. Subsidiary Borrower or any 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 such Non-U.S. Subsidiary Borrower or a Subsidiary any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement in any such case which violation, conflict, default, creation or imposition could reasonably be expected to have a Material Indebtedness AgreementAdverse 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 of its Subsidiaries, agency is required to be obtained by the Borrower authorize, or any of its Subsidiaries 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 of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan DocumentsNon-U.S. Subsidiary Borrower Credit Documents to which it is a party.

No Conflict; Government Consent. Neither the execution and or delivery by the Borrower 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Borrower, the Guarantor or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or their Subsidiaries, (ii) violate the Borrower’s, the Guarantor’s or any Subsidiary’s Constituent of their Subsidiaries’ Organization Documents, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower Borrower, the Guarantor or any of its 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 a any such Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its their Subsidiaries, is required to be obtained by the Borrower Borrower, the Guarantor or any of its 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 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 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 (ia) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Parent or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect Subsidiaries, or (iib) violate the Borrowersuch Loan Party’s or any of its Subsidiary’s Constituent Documentsarticles or certificate of incorporation, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iiic) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower any Loan Party or any 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 or a Subsidiary any of its Subsidiaries pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 or any of its Subsidiaries, is required to be obtained by the Borrower Parent or any 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 any Loan Party 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 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s 's or any Subsidiary’s Constituent Documents'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) violate assuming that all amounts owed by the Borrower under the Existing Credit Agreement are repaid in any material respect full on the Closing Date, the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a Subsidiary pursuant to the terms of of, any such indenture, instrument or agreement, except as in the aggregate could not be reasonably likely to result in a Material Indebtedness AgreementAdverse Change. 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 of its Subsidiaries, is required to be obtained by the Borrower or any 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 of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except as in the aggregate cannot reasonably be expected to result in a Material Adverse Change.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower 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 (i) violate the Borrower's or any Law Material Subsidiary's articles of organization or articles of incorporation or by-laws (or equivalent), or (ii) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Material Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s or any Subsidiary’s Constituent Documents, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement material indenture, instrument or agreement to which the Borrower or any of its Material Subsidiaries is a party or is subject, or by which it, or any Substantial Portion of 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 any Substantial Portion of the Property of the Borrower or a Material Subsidiary pursuant to the terms of any such indenture, instrument or agreement, except (in the case of the violations, conflicts and defaults described in this clause (ii)) for any such violation, conflict or default which would not reasonably be expected to have a Material Indebtedness AgreementAdverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or any Governmental Agency, other action in respect than those from jurisdictions other than the United States of any governmental or public body or authority, America or any political subdivision thereof, which has not been obtained by thereof or the Borrower United Kingdom or any jurisdiction of its Subsidiariesthe United Kingdom or the Commonwealth of Canada or any jurisdiction of the Commonwealth of Canada or Hong Kong or any jurisdiction of Hong Kong the failure of which to be obtained would not reasonably be expected to have a Material Adverse Effect, is required to be obtained by the Borrower authorize, or any of its Subsidiaries 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 of the Obligations Credit Parties of, or the legality, validity, binding effect or enforceability of as against or with respect to the Credit Parties of, any of the Loan DocumentsDocuments to which it is a party.

No Conflict; Government Consent. Neither the execution and delivery by each of the Borrower and its Material Domestic 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Material Domestic Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s or any Material Domestic Subsidiary’s Constituent Documentsarticles 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 in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any of its Material Domestic 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 a Material Domestic Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Material Domestic Subsidiaries, is required to be obtained by the Borrower or any of its Material Domestic Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower 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 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 (i) violate or conflict with the Borrower's or any Law Material 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 (ii)(a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Material Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (iib) violate the Borrower’s contravene or any Subsidiary’s Constituent Documents, or (iii) violate in any material respect conflict with the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any of its Material 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 a Material Subsidiary pursuant to the terms of any such indenture, instrument or agreement, except for any such violations, contraventions, conflicts or defaults which, individually and in the aggregate, could not reasonably be expected to have a Material Indebtedness AgreementAdverse Effect. No material 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 of its Material Subsidiaries, is required to be obtained by the Borrower or any of its Material Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations thereunder 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 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or Subsidiaries, (ii) violate the Borrower’s or any Subsidiary’s Constituent Documentsarticles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws, or operating or other management agreement, as the case may be, or (iii) violate in any material respect the provisions of respect, any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 thereof that has not been obtained by the Borrower or any of its Subsidiaries, Subsidiaries is required to be obtained by the Borrower or any 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 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 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or Subsidiaries, (ii) violate the Borrower’s or any Subsidiary’s Constituent Documents, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any 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 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 of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would other than violations which could not individually or in the aggregate reasonably be expected to result in have a Material Adverse Effect or (ii) violate the Borrower’s 's or any Subsidiary’s Constituent Documents'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 in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any 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 of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan DocumentsDocuments except for such orders, consents, adjudications, approvals, licenses, authorizations or validations of, or filings, recordings or registrations with, or exemptions by or other actions the failure to obtain or make could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s or any Subsidiary’s Constituent Documentsarticles of incorporation or by-laws, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not reasonably be expected to have a Material Adverse Effect, or result in, or require, in the creation or imposition of any Lien (other than Permitted Liens) in, of or on the Property of the Borrower or a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, instrument or agreement. No Other than those that have been obtained, 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 of its Subsidiaries, is required to be obtained by the Borrower authorize, or any of its Subsidiaries 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 of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan DocumentsDocuments other than the filing of a copy of this Agreement, or the filing of information concerning this Agreement, with the Securities and Exchange Commission.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any of its Subsidiaries of the Loan Documents to which it any of them is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) violate any Requirement of Law or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or their respective Property or (ii) violate the Borrower’s 's or any Subsidiary’s Constituent Documents's articles or certificate of incorporation, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any 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 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 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 (a) violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or Subsidiaries, (ii) violate the Borrower’s or any Subsidiary’s Constituent Organization Documents, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture or material instrument or agreement to which the Borrower or any 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 (b) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of, any governmental or public body or authorityGovernmental Authority, or any subdivision thereof, which that has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower or any 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 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Borrower, any Guarantor, or any of its their respective Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s ’s, any Guarantor’s, or any Subsidiary’s Constituent Documentsof their respective Subsidiaries’, articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower Borrower, any Guarantor, or any of its their respective Subsidiaries is a party or is subject, or by which itany of them, or its their Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Borrower, any Guarantor or a Subsidiary any of the respective Subsidiaries of any of them pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its their Subsidiaries, is required to be obtained by the Borrower or any 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 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 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the such Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the such Borrower’s or any of its Subsidiary’s Constituent Documentsarticles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws, or operating or other management agreement, as the case may be, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the such Borrower or any 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 such Borrower or a Subsidiary any of its Significant Subsidiaries pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 thereof, which has not been obtained by the Borrower or thereof (any of its Subsidiariesthe foregoing, and “Approval”), is required to be obtained by the such Borrower or any of its Subsidiaries in connection with the execution and delivery by such Borrower of the Loan DocumentsDocuments to which it is a party, the borrowings and obtaining of Letters of Credit by such Borrower under this Agreement, the payment and performance by the such Borrower of the its Obligations or the legality, validity, binding effect or enforceability against such Borrower of any of the Loan DocumentsDocument to which such Borrower is a party, except for such Approvals which have been issued or obtained by such Borrower and which are in full force and effect.

No Conflict; Government Consent. Neither the execution and delivery ------------------------------- by the Subsidiary Borrower of the Subsidiary Borrower Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Subsidiary Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Subsidiary Borrower’s 's articles or any Subsidiary’s Constituent Documentscertificate of incorporation or other organizational documents, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Subsidiary Borrower or any 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 Subsidiary Borrower or a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 Subsidiary Borrower or any of its Subsidiaries, is required to be obtained by the Subsidiary Borrower or any of its Subsidiaries in connection with the execution and delivery of the Subsidiary Borrower Loan Documents, the borrowings under this Agreement, the payment and performance by the Subsidiary Borrower of the Subsidiary Borrower Obligations or the legality, validity, binding effect or enforceability of any of the Subsidiary Borrower Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower 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 (ia) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower BorrowerLoan Parties or any of its itstheir Subsidiaries that would reasonably be expected to result in a Material Adverse Effect any material respect or (iib) violate the Borrower’s Borrower’xXxxx Parties’ or any Subsidiary’s Constituent Documentsarticles 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) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower Borrowerany Loan Party or any 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 such conflict or default which could not otherwise reasonably be expected to result in 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 Borrowera Loan Party or a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 BorrowerLoan Parties or any of its itstheir Subsidiaries, is required to be obtained by the Borrower BorrowerLoan Parties or any of its itstheir Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan DocumentsDocuments other than any of the foregoing which have been obtained or any of the foregoing which are immaterial to the conduct of the business of the Borrower and itsLoan Parties and their Subsidiaries, taken as a whole.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower each Loan Party of the Loan Transaction Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s or any Subsidiary’s Constituent Documentsarticles 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 in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is boundbound (including, without limitation, the Convertible Note Indenture, the Prior Subordinated Note Indenture and the Key Senior Note Indenture), 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any 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 of the Secured Obligations or the legality, validity, binding effect or enforceability of any of the Loan Transaction Documents.

No Conflict; Government Consent. Neither the execution and ------------------------------- delivery by the Subsidiary Borrower of the Subsidiary Borrower Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Subsidiary Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Subsidiary Borrower’s 's articles or any Subsidiary’s Constituent Documentscertificate of incorporation or other organizational documents, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Subsidiary Borrower or any 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 Subsidiary Borrower or a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 Subsidiary Borrower or any of its Subsidiaries, is required to be obtained by the Subsidiary Borrower or any of its Subsidiaries in connection with the execution and delivery of the Subsidiary Borrower Loan Documents, the borrowings under this Agreement, the payment and performance by the Subsidiary Borrower of the Subsidiary Borrower Obligations or the legality, validity, binding effect or enforceability of any of the Subsidiary Borrower Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s 's articles or any Subsidiary’s Constituent Documents, certificate of incorporation or by-laws or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any of its Subsidiaries Subsidiary is a party or is subject, or by which it, any such entity 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 a any Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 thereof, which has not been obtained by the Borrower or any of its Subsidiariesthe applicable Subsidiary, is required to be obtained by the Borrower or any of its Subsidiaries Subsidiary in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower 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 any 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 (ia) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that Material Subsidiaries, except for such violations or defaults as would reasonably be expected to result in not have a Material Adverse Effect or (iib) violate the Borrower’s or any Subsidiary’s Constituent Documentsarticles 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) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, except for such conflicts, violations or defaults as would not have a Material Indebtedness AgreementAdverse 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 of its Domestic Subsidiaries, is required to be obtained by the Borrower or any 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 of the Obligations Obligations, the performance by any Guarantor of its obligations under its 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 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s 's or any Subsidiary’s Constituent Documents's articles or certificate of incorporation or by-laws, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, material instrument or agreement to which the Borrower or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any 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 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 such Borrowing Subsidiary of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplatedcontemplated to be consummated by it, nor compliance by such Borrowing Subsidiary with the provisions thereof will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrowing Subsidiary, (ii) such Borrowing Subsidiary’s memoranda of association or articles or certificate of incorporation, by-laws or other constituent documents and agreements or (iii) the Borrower provisions of any material indenture, instrument or agreement to which such Borrowing Subsidiary or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s or any Subsidiary’s Constituent Documents, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement to which the Borrower or any of its Subsidiaries subsidiaries is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien in, of or on the Property property of the Borrower such Borrowing Subsidiary or a Subsidiary any of its subsidiaries pursuant to the terms of any such Material Indebtedness Agreementindenture, #96405571v11 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 is required to authorize, or any subdivision thereof, which has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained made by the Borrower or any of its Subsidiaries such Borrowing Subsidiary in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations such Borrowing Subsidiary of, or the legality, validity, binding effect or enforceability of of, any of the Loan DocumentsDocuments to which it is a party except such as have been obtained or made and are in full force and effect.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower 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 (ia) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries (except those as to which waivers or consents have been obtained) that would reasonably be expected to result in a Material Adverse Effect or Effect, (iib) violate the Borrower’s or any Subsidiary’s Constituent Documentsarticles or certificate of incorporation, partnership agreement, certificate of partnership, articles of organization or certificate of formation, by-laws, or operating or other management agreement, as the case may be, or (iiic) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a Subsidiary pursuant to the terms of any such indenture, instrument or agreement (except those as to which waivers or consents have been obtained) that would reasonably be expected to result in a Material Indebtedness AgreementAdverse 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 thereofGovernmental Authority, which has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower or any 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 of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither Upon the entry by the Bankruptcy Court of the Interim Order, neither the execution and delivery by the Borrower Credit Parties of the Loan Documents to which it is a partyDocuments, nor the creation and perfection of the security interest in the Collateral granted hereunder, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) violate any Law law (including, without limitation, the Securities Exchange Act of 1934), rule, regulation (including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree or award binding on the Borrower Credit Parties or any of their Subsidiaries or (ii) any Credit Party's or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect Subsidiaries' articles or (ii) violate certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the Borrower’s or any Subsidiary’s Constituent Documentscase may be, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, mortgage, deed of trust, instrument or agreement entered into or affirmed postpetition to which the Borrower any Credit Party or any 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 such Credit Party or a Subsidiary any of its Subsidiaries pursuant to the terms of any such Material Indebtedness Agreementindenture, instrument or agreement. No Except for the entry of the Interim Order by the Bankruptcy Court, 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 applicable Credit Party or any of its Subsidiaries, is required to be obtained by the Borrower such Credit Party or any 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 Credit 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 any Credit Parties of the Loan Documents to which it is a party, nor the consummation by the Borrower of the transactions therein contemplated, nor compliance by any Credit Parties with the provisions thereof will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s 's or any Subsidiary’s Constituent Documents's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws, or operating or other management agreement, as the case may be, or (iii) violate in any material respect the provisions of any Material indenture, instrument or agreement evidencing Indebtedness Agreement or payment obligations in excess of the Threshold Amount to which the Borrower or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 thereofGovernmental Authority, which has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery by any Credit Parties of the Loan DocumentsDocuments to which it is a party, the borrowings under this Agreement, or the payment and performance by the Borrower any Credit Parties of the Obligations under the Loan Documents to which it is a party, or in order to insure the legality, validity, binding effect or enforceability against any Credit Parties of any of the Loan DocumentsDocuments to which it is a party.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower of the Loan Documents to which it is a party, nor the consummation by the Borrower of the transactions therein contemplated, nor compliance by the Borrower with the provisions thereof will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s or any Subsidiary’s Constituent Documentsarticles 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 in any material respect the provisions of any Material indenture, instrument or agreement evidencing Indebtedness Agreement or payment obligations in excess of $75,000,000 to which the Borrower or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery by the Borrower of the Loan DocumentsDocuments to which it is a party, the borrowings Advances under this Agreement, or the payment and performance by the Borrower of the Obligations under the Loan Documents to which it is a party, or in order to insure the legality, validity, binding effect or enforceability against the Borrower of any of the Loan DocumentsDocuments to which it is a party.

No Conflict; Government Consent. Neither the execution and or delivery by the Borrower 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Borrower, any Guarantor or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or their Subsidiaries, (ii) violate the Borrower’s, any Guarantor’s or any Subsidiary’s Constituent of their Subsidiaries’ Organization Documents, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower Borrower, any Guarantor or any of its 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 a any such Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its their Subsidiaries, is required to be obtained by the Borrower Borrower, any Guarantor or any of its 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 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 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 (i) violate or conflict with the Borrower’s or any Law Material 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 (ii)(a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Material Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (iib) violate the Borrower’s contravene or any Subsidiary’s Constituent Documents, or (iii) violate in any material respect conflict with the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any of its Material 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 a Material Subsidiary pursuant to the terms of any such indenture, instrument or agreement, except for any such violations, contraventions, conflicts or defaults which, individually and in the aggregate, could not reasonably be expected to have a Material Indebtedness AgreementAdverse Effect, or, in the case of any such Lien, except for any such Lien which is not prohibited hereby. No material order, consent, adjudication, approval, 65 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 of its Material Subsidiaries, is required to be obtained by the Borrower or any of its Material Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations thereunder or the legality, validity, binding effect or enforceability of any of the Loan Documents; it being acknowledged and agreed by all parties that (i) as of the ClosingFirst Amendment Effective Date, the order of the Oklahoma Corporation Commission authorizes borrowings in a principal amount not to exceed $600,000,000 and (ii) additional authorization of the Oklahoma Corporation Commission, the Federal Energy Regulatory Commission or such other Governmental Authority then having authority over such matters will be necessary for the Borrower to borrow Loans in, or to exercise its right to request an increase in the Aggregate Commitment to, a principal amount in excess of $600,000,000.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents and other Transaction Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s 's or any Subsidiary’s Constituent Documents'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 in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents and other Transaction Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.. Neither the Borrower nor any Subsidiary is in default under or in violation

No Conflict; Government Consent. Neither the execution and delivery by any of the Borrower Credit Parties of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplatedcontemplated by the Loan Documents, nor compliance with the provisions thereof of the Loan Documents will violate in any material respect (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect Credit Parties or (ii) violate any of the Borrower’s Credit Parties' articles or any Subsidiary’s Constituent Documentscertificate 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 in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any of its Subsidiaries the Credit Parties is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunderdefault, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary Credit Parties pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its SubsidiariesCredit Parties, is required to be obtained by the Borrower or any of its Subsidiaries Credit Parties in connection with the execution and delivery of the Loan DocumentsDocuments to which they are parties, the borrowings under this Agreement, the payment and performance by the Borrower 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 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 (ia) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Loan Parties or any of its their Subsidiaries that would reasonably be expected to result in a Material Adverse Effect any material respect or (iib) violate the Borrower’s Loan Parties’ or any Subsidiary’s Constituent Documentsarticles 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) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower any Loan Party or any 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 such conflict or default which could not otherwise reasonably be expected to result in 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 a Loan Party or a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 Loan Parties or any of its their Subsidiaries, is required to be obtained by the Borrower Loan Parties or any of its 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 Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan DocumentsDocuments other than any of the foregoing which have been obtained or any of the foregoing which are immaterial to the conduct of the business of the Loan Parties and their Subsidiaries, taken as a whole.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s Company's or any Subsidiary’s Constituent Documents'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 in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower Company or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower Company or any 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 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 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s 's or any Subsidiary’s Constituent Documents's articles of incorporation or by-laws, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the pledge of collateral under the Pledge Agreement, the payment and performance by the Borrower 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 of the Loan Documents to which it is a party, nor the consummation by the Borrower of the transactions therein contemplated, nor compliance by the Borrower with the provisions thereof will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s or any Subsidiary’s Constituent Documentsarticles 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 in any material respect the provisions of any Material indenture, instrument or agreement evidencing Indebtedness Agreement or payment obligations in excess of $75,000,000 to which the Borrower or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery by the Borrower of the Loan DocumentsDocuments to which it is a party, the borrowings under this Agreement, or the payment and performance by the Borrower of the Obligations under the Loan Documents to which it is a party, or in order to insure the legality, validity, binding effect or enforceability against the Borrower of any of the Loan DocumentsDocuments to which it is a party.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Borrower, any Guarantor, or any of its their respective Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s ’s, any Guarantor’s, or any Subsidiary’s Constituent Documentsof their respective Subsidiaries’, articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower Borrower, any Guarantor, or any of its their respective Subsidiaries is a party or is subject, or by which itany of them, or its their Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Borrower, any Guarantor or a Subsidiary any of their respective Subsidiaries of any of them pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its their Subsidiaries, is required to be obtained by the Borrower or any 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 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 of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s or any Subsidiary’s Constituent Documentsarticles or certificate of incorporation, by-laws, or other management agreement, as the case may be, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any 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 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 Boundless 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 (ia) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Boundless or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (iib) violate the Borrower’s Boundless' or any Subsidiary’s Constituent Documents'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) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower Boundless or any 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 Boundless or a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 Boundless or any of its Subsidiaries, is required to be obtained by the Borrower Boundless or any 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 Boundless 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 Parent, the Borrower, and the Borrower’s Subsidiaries of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplatedcontemplated (including any Advances made to the Borrower on the date this representation is made), nor compliance with the provisions thereof will violate (ia) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Parent, the Borrower, or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s Subsidiaries or (b) the Parent’s, the Borrower’s, or any Subsidiary’s Constituent Documentsarticles 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) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower Parent, the Borrower, or any of its the 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 Borrower Parent, the Borrower, or a Subsidiary the Borrower’s Subsidiaries pursuant to the terms of any such indenture, instrument or agreement, except where such failure could not reasonably be expected to have a Material Indebtedness AgreementAdverse 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 Parent, the Borrower, or any of its the Borrower’s Subsidiaries, is required to be obtained by the Borrower Parent, the Borrower, or any of its the Borrower’s Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings Advances under this Agreement, the payment and performance by the Borrower 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 of the Loan Documents to which it is a party, nor the consummation by the Borrower of the transactions therein contemplated, nor compliance by the Borrower with the provisions thereof will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s or any Subsidiary’s Constituent Documentsarticles 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 in any material respect the provisions of any Material indenture, instrument or agreement evidencing Indebtedness Agreement or payment obligations in excess of $50,000,000 to75,000,000 to which the Borrower or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery by the Borrower of the Loan DocumentsDocuments to which it is a party, the borrowings under this Agreement, or the payment and performance by the Borrower of the Obligations under the Loan Documents to which it is a party, or in order to insure the legality, validity, binding effect or enforceability against the Borrower of any of the Loan DocumentsDocuments to which it is a party.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or any of its Domestic Subsidiaries of any 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 (ia) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that Material Subsidiaries, except for such violations or defaults as would reasonably be expected to result in not have a Material Adverse Effect or (iib) violate the Borrower’s 's or any Subsidiary’s Constituent Documents'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) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, except for such conflicts, violations or defaults as would not have a Material Indebtedness AgreementAdverse 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 of its Domestic Subsidiaries, is required to be obtained by the Borrower or any 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 of the Obligations Obligations, the performance by any Material Subsidiary of its obligations under its 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 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, except to the extent that such violation, alone or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s or any Subsidiary’s Constituent Documentsarticles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws, or operating or other management agreement, as the case 15524773v115524773v5 may be, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any 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 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, Co-Borrower and Subsidiary Guarantors of the Loan Documents to which it any of them is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect such Person or (ii) violate such Person's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or limited liability company operating agreement, as the Borrower’s or any Subsidiary’s Constituent Documentscase may be, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any of its Subsidiaries such Person 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 property of the Borrower or a Subsidiary such Person pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its SubsidiariesSubsidiary Guarantors, is required to be obtained by the Borrower or any of its Subsidiaries them in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower, Co-Borrower and Subsidiary Guarantors of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower nor any of 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 (i) violate to the best of the Borrower's knowledge in the orderly conduct of its business, any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s 's or any Subsidiary’s Constituent Documents'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 in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any 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 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 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s 's or any Subsidiary’s Constituent Documents's articles or certificate of incorporation or other organizational documents, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any 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 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 of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) violate any Law Law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect Borrowers or (ii) violate any Borrower'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 Borrower’s or any Subsidiary’s Constituent Documentscase may be, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the any Borrower or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its SubsidiariesBorrowers, is required to be obtained by the Borrower or any of its Subsidiaries Borrowers in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower 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 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 (ia) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect any material respect or (iib) violate the Borrower’s or any Subsidiary’s Constituent Documentsarticles 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) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 such conflict or default which could not otherwise reasonably be expected to result in 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any 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 Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan DocumentsDocuments other than any of the foregoing which have been obtained or any of the foregoing which are immaterial to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower 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, except to the extent that such violation, alone or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s or any Subsidiary’s Constituent Documentsarticles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws, or operating or other management agreement, as the case may be, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower 15484836v115484836v9 or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any 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 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 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect such Loan Party or (ii) violate the Borrowerany Loan Party’s articles or any Subsidiary’s Constituent Documentscertificate 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, (iii) violate in any material with respect to the Borrower, subject to the entry by the Bankruptcy Court of the Interim Order (or the Final Order, when entered), the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower is a party or is subject entered into after the Petition Date or assumed by the Borrower in the Case, 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 its Subsidiaries or on the Property of the Borrower pursuant to the terms of any such indenture, instrument or agreement or (iv) with respect to any Guarantor, the provisions of any indenture, instrument or agreement to which any 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 a Subsidiary such Loan Party pursuant to the terms of any such Material Indebtedness Agreementindenture, instrument or agreement. No Other than the Orders, 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 of its Subsidiariesa Loan Party, is required to be obtained by the Borrower or any of its Subsidiaries Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the granting of Liens under this Agreement, the Orders or any other Loan Document, the payment and performance by the Borrower 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, the Guarantor or each Subsidiary of the Borrower of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Borrower, the Guarantor or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Guarantor’s, the Borrower’s or any Subsidiary’s Constituent Documentsarticles 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 in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower Borrower, the Guarantor or any 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 Borrower, the Guarantor or a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 thereofthereof (including, without limitation, under the Public Utility Holding Company Act of 1935, as amended), which has not been obtained by the Borrower Borrower, the Guarantor or any of its Subsidiaries, is required to be obtained by the Borrower Borrower, the Guarantor or any 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 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 and Borrower 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Parent or Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Parent's or the Borrower’s 's or any Subsidiary’s Constituent Documentsarticles 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 in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Parent or the Borrower or any 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 Parent or the Borrower or a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 or any of its Subsidiariesthe Borrower, is required to be obtained by the Parent or the Borrower or any 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 Parent or Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan DocumentsDocuments against the Parent and the Borrower.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s 's or any Subsidiary’s Constituent Documents's charter, articles or certificate of incorporation or by-laws, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any 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 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, Parent Guarantor and Subsidiary Guarantors of the Loan Documents to which it any of them is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect such Person or (ii) violate such Person's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or limited liability company operating agreement, as the Borrower’s or any Subsidiary’s Constituent Documentscase may be, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any of its Subsidiaries such Person 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 property of the Borrower or a Subsidiary such Person pursuant to the terms of any such Material Indebtedness Agreementindenture, 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, Parent Guarantor or any of its SubsidiariesSubsidiary Guarantors, is required to be obtained by the Borrower or any of its Subsidiaries them in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower Borrower, Parent Guarantor and Subsidiary Guarantors of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower and its Subsidiaries 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 (i) violate any Law material law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect and the Guarantor or (ii) violate the Borrower’s 's or any Subsidiary’s Constituent Documents's or the 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) violate in any material respect the provisions of any Material Indebtedness Agreement material indenture, instrument or agreement to which the Borrower or any of its Subsidiaries or the Guarantor is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary or the Guarantor pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its SubsidiariesSubsidiaries or the Guarantor, is required to be obtained by the Borrower or any of its Subsidiaries or the Guarantor in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower 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 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that except for violations which individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect Effect, or (ii) violate the Borrower’s 's or any Subsidiary’s Constituent Documents'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) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 a Subsidiary pursuant to the terms of of, any such indenture, instrument or agreement, other than the Senior Unsecured Indenture Documents, and except for violations which individually or in the aggregate would not reasonably be expected to result in a Material Indebtedness AgreementAdverse Effect. No material order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other material 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 of its Subsidiaries, is required to be obtained by the Borrower or any 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 of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except filings necessary to perfect Liens created under the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower 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 (ia) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect any material respect or (iib) violate the Borrower’s or any Subsidiary’s Constituent Documentsarticles 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) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any 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 such conflict or default which could not otherwise reasonably be expected to result in 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 a Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 of its Subsidiaries, is required to be obtained by the Borrower or any 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 Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan DocumentsDocuments other than any of the foregoing which have been obtained or any of the foregoing which are immaterial to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower 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 (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (ii) violate the Borrower’s Company's or any Subsidiary’s Constituent Documents'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 in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower Company or any 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 a any Subsidiary pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 Company or any of its Subsidiaries, is required to be obtained by the Borrower Company or any 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 Company of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower Co-Borrowers, Parent Guarantor and Subsidiary Guarantors of the Loan Documents to which it any of them is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect such Person or (ii) violate such Person's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or limited liability company operating agreement, as the Borrower’s or any Subsidiary’s Constituent Documentscase may be, or (iii) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower or any of its Subsidiaries such Person 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 property of the Borrower or a Subsidiary such Person pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 either Co-Borrower, Parent Guarantor or any of its SubsidiariesSubsidiary Guarantors, is required to be obtained by the Borrower or any of its Subsidiaries them in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower Co-Borrowers, Parent Guarantor and Subsidiary Guarantors of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower any 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 (ia) violate any Law law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Parent or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (iib) violate the Borrowersuch Loan Party’s or any of its Subsidiary’s Constituent Documentsarticles or certificate of incorporation, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iiic) violate in any material respect the provisions of any Material Indebtedness Agreement indenture, instrument or agreement to which the Borrower any Loan Party or any 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 or a Subsidiary any of its Subsidiaries pursuant to the terms of any such Material Indebtedness Agreementindenture, 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 or any of its Subsidiaries, is required to be obtained by the Borrower Parent or any 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 any Loan Party of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.