Common use of No Conflict; Government Consent Clause in Contracts

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

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantors, as applicable, any Loan Party of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (ia) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantors, its Subsidiaries or any Property of such Person or (iib) the Borrower’s or any Subsidiary GuarantorMaterial Domestic Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-by laws, or operating agreement or other management agreement, or substantially equivalent governing document, as the case may be, or (iiic) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument instrument, agreement or agreement other obligation (each a “Contract”) to which the Borrower or any of the Subsidiary Guarantors is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof or constitute a default underthereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary Guarantor any of its Subsidiaries pursuant to the terms of, of any such note, bond, mortgage, deed of trust, license, lease indenture, instrument instrument, agreement or agreement other obligation, except where with respect to clause (a) or (c), to the extent, individually or in the aggregate, that such violation would violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expected expect to have result in a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of the Subsidiary Guarantorsits Material Domestic Subsidiaries, is required to be obtained by the Borrower or any of the Subsidiary Guarantors 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 except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

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

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

No Conflict; Government Consent. Neither the execution and delivery by the Borrower Company or the Subsidiary Guarantorsits Restricted Subsidiaries, as applicable, of the Loan DocumentsTransaction Documents to which such Person is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any of the Subsidiary Guarantorsits Restricted Subsidiaries, or (ii) the BorrowerCompany’s or any Subsidiary GuarantorRestricted Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Company or any of the Subsidiary Guarantors its Restricted Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Company or a Restricted Subsidiary Guarantor pursuant to the terms of, any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, 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 the Subsidiary Guarantorsits Restricted Subsidiaries, is required to be obtained by the Borrower Company or any of the Subsidiary Guarantors its Restricted Subsidiaries in connection with the execution and delivery of the Loan DocumentsTransaction Documents by the Company or any of the other Credit Parties, the borrowings under this Agreement, the payment and performance by the Borrower Company of the Obligations obligations evidenced by the Notes or under the other Transaction Documents or the legality, validity, binding effect or enforceability of any of the Loan Documents except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectTransaction Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantors, as applicable, any Loan Party of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the Borrower Holdco or any of the Subsidiary Guarantors, its Subsidiaries or any Property of such Person or (ii) the BorrowerHoldco’s or any Subsidiary GuarantorMaterial Domestic Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, or substantially equivalent governing document, as the case may be, or (iii) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument instrument, agreement or agreement other obligation (each a “Contract”) to which the Borrower Holdco or any of the Subsidiary Guarantors is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof or constitute a default underthereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and the Second Lien Documents, Permitted Liens and Permitted Holdco Liens) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Holdco or a Subsidiary Guarantor any of its Subsidiaries pursuant to the terms of, of any such note, bond, mortgage, deed of trust, license, lease indenture, instrument instrument, agreement or agreement other obligation, except where with respect to clauses (i) or (iii), to the extent, individually or in the aggregate, that such violation would violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expected expect to have result in a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Holdco or any of the Subsidiary Guarantorsits Material Domestic Subsidiaries, is required to be obtained by the Borrower Holdco or any of the Material Domestic Subsidiary Guarantors in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantors, as applicable, any Loan Party of the Loan DocumentsDocuments to which it is a party, nor the consummation by such Loan Party of the transactions therein contemplated, nor compliance by such Loan Party with the provisions thereof will violate (i) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantors, such Loan Party or (ii) the Borrower’s or any Subsidiary Guarantorsuch Loan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, indenture or material instrument or agreement to which the Borrower or any of the Subsidiary Guarantors such Loan Party is a party or is subject, or by which it, or its Property, is boundmay be bound or affected, or conflict with, or constitute a default under, or result in, in or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary Guarantor such Loan Party pursuant to the terms of, of any such indenture, indenture or material instrument or agreement except where such violation would not reasonably be expected (other than any Lien of the Agent on behalf of the Holders of Secured Obligations). Other than the filing of UCC financing statements and intellectual property-related filings in the applicable filing offices to have a Material Adverse Effect. No perfect the Liens of the Agent in favor of the Holders of Secured Obligations granted pursuant to the Loan Documents, no order, consent, adjudication, approval, license, authorization, 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 the Subsidiary GuarantorsLoan Party, is required to be obtained by the Borrower or any of the Subsidiary Guarantors such Loan Party 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 Documents except where the failure to obtain so make or obtain, individually or in the same aggregate, would not reasonably be expected to have a Material Adverse Effect.

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

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantors, as applicable, any Loan Party of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (ia) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the Borrower Holdco or any of the Subsidiary Guarantors, its Subsidiaries or any Property of such Person or (iib) the BorrowerHoldco’s or any Subsidiary GuarantorMaterial Domestic Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-by laws, or operating agreement or other management agreement, or substantially equivalent governing document, as the case may be, or (iiic) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument instrument, agreement or agreement other obligation (each a “Contract”) to which the Borrower Holdco or any of the Subsidiary Guarantors is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof or constitute a default underthereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Holdco or a Subsidiary Guarantor any of its Subsidiaries pursuant to the terms of, of any such note, bond, mortgage, deed of trust, license, lease indenture, instrument instrument, agreement or agreement other obligation, except where with respect to clauses (a) or (c), to the extent, individually or in the aggregate, that such violation would violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expected expect to have result in a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Holdco or any of the Subsidiary Guarantorsits Material Domestic Subsidiaries, is required to be obtained by the Borrower Holdco or any of the Subsidiary Guarantors 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 except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by the such Borrower or the Subsidiary Guarantors, as applicable, of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof thereof, will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the such Borrower or any of the Subsidiary Guarantors, its Subsidiaries or (ii) the such Borrower’s 's or any Subsidiary Guarantor’s of its Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the such Borrower or any of the Subsidiary Guarantors its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, 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 Guarantor any of its Significant Subsidiaries pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected agreement. 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 have a Material Adverse Effect. No 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 the Subsidiary Guarantors, is required to be obtained by the such Borrower or any of the Subsidiary Guarantors 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 Loan Document to which such Borrower is a party; provided that (x) DPL must obtain approval of the Loan Documents except where failure Virginia State Corporation Commission prior to incurring Outstanding Credit Extensions in excess of $275,000,000, and (y) ACE must obtain approval of the same would not reasonably be expected New Jersey Board of Public Utilities prior to have a Material Adverse Effectincurring Outstanding Credit Extensions in excess of $250,000,000.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantors, as applicable, of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantors, its Subsidiaries or (ii) the Borrower’s or any Subsidiary GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or articles of organization, articles of formation, certificates of trust, limited partnership certificates, operating agreement or other management agreementagreements, as the case may betrust agreements, or (iii) limited partnership agreements, or the provisions of any indenture, instrument or agreement to which the Borrower or any of the Subsidiary Guarantors 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 underthereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary Guarantor pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of the Subsidiary Guarantors, is required to be obtained by the Borrower authorize, or any of the Subsidiary Guarantors 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 except where failure to obtain other than the same would not reasonably be expected to have filing of a Material Adverse Effectcopy of this Agreement.

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

No Conflict; Government Consent. Neither the execution and delivery by the such Borrower or the Subsidiary Guarantors, as applicable, of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof thereof, will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the such Borrower or any of the Subsidiary Guarantors, its Subsidiaries or (ii) the such Borrower’s 's or any Subsidiary Guarantor’s of its Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the such Borrower or any of the Subsidiary Guarantors its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, 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 Guarantor any of its Significant Subsidiaries pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected agreement. Except for an appropriate order or orders of (a) in the case of PHI, PEPCO and DPL, of the SEC under PUHCA, (b) in the case of DPL, of the Virginia State Corporation Commission and (c) in the case of ACE, the New Jersey Board of Public Utilities, each of which has been issued and is in full force and effect (and copies of which have been delivered to have a Material Adverse Effect. No 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 the Subsidiary Guarantors, is required to be obtained by the such Borrower or any of the Subsidiary Guarantors its Subsidiaries in connection with the execution and delivery by such Borrower of the Loan Documents, the borrowings under this AgreementDocuments to which it is a party, 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 Loan Document to which such Borrower is a party or the Loan Documents except where failure to borrowings by such Borrower under this Agreement; provided that each Borrower must obtain the same would not reasonably be expected applicable approvals described in Section 4.3 prior to have a Material Adverse Effectobtaining Advances after the applicable date specified in such Section 4.3 with respect to such Borrower.

No Conflict; Government Consent. Neither the execution and delivery by the such Borrower or the Subsidiary Guarantors, as applicable, of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof thereof, will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the such Borrower or any of the Subsidiary Guarantors, its Subsidiaries or (ii) the such Borrower’s 's or any Subsidiary Guarantor’s of its Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the such Borrower or any of the Subsidiary Guarantors its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, 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 Guarantor any of its Significant Subsidiaries pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected agreement. Except for an appropriate order or orders of (a) in the case of PHI, PEPCO and DPL, of the SEC under PUHCA, (b) in the case of DPL, of the Virginia State Corporation Commission and (c) in the case of ACE, the New Jersey Board of Public Utilities, each of which has been issued and is in full force and effect (and copies of which have been delivered to have a Material Adverse Effect. No 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 the Subsidiary Guarantors, is required to be obtained by the such Borrower or any of the Subsidiary Guarantors 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 Documents except where failure Document to which such Borrower is a party; provided that each Borrower must obtain the same would not reasonably be expected applicable approvals described in Schedule 7 prior to obtaining Credit Extensions after any applicable date specified in Schedule 7 with respect to such Borrower; it being understood that the Borrowers may from time to time deliver to the Agent an amended Schedule 7 so long as no approval listed thereon was required to have a Material Adverse Effectbeen obtained on or prior to the date of delivery of such amended Schedule 7.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantors, as applicable, of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantorsits Subsidiaries, or (ii) the Borrower’s or any Subsidiary GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any of the Subsidiary Guarantors 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 underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary Guarantor pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, 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 the Subsidiary Guarantors, its Subsidiaries is required to be obtained by the Borrower or any of the Subsidiary Guarantors 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 where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or Company and the Subsidiary Guarantors, as applicable, Borrowing Subsidiaries of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate any law (i) including, without limitation, any lawlaw of the United States of America, Australia, England, the United Kingdom, Canada, Germany or the European Community), rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any of the Subsidiary Guarantors, Borrowing Subsidiaries or (ii) the Borrower’s Company's or any Subsidiary Guarantor’s Borrowing Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Company or any of the Subsidiary Guarantors Borrowing Subsidiaries is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with, with or constitute a default underthereunder, or result in, in or require, require the creation or imposition of any Lien in, of or on the Property property of the Borrower Company or a Borrowing Subsidiary Guarantor pursuant to the terms of, of any such indenture, instrument or agreement except where agreement, in any such violation would not case which violation, conflict, default, creation or imposition could reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, thereof which has not been obtained by the Borrower or any of the Subsidiary Guarantorsobtained, is required to be obtained by the Borrower authorize, or any of the Subsidiary Guarantors 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 except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantorsits Subsidiaries, as applicable, of the Loan DocumentsDocuments to which such Person is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantors, its Subsidiaries or (ii) the Borrower’s 's or any Subsidiary Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, material instrument or material agreement to which the Borrower or any of the Subsidiary Guarantors its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien (other than Liens securing the Secured Obligations) in, of or on the Property of the Borrower or a Subsidiary Guarantor pursuant to the terms of, any such indenture, instrument or agreement agreement. Except for the filing of the relevant Collateral Documents with the applicable Governmental Authorities and except where such violation would not reasonably be expected to have a Material Adverse Effect. No as disclosed in Section 4.9 of the Pledge and Security 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 the Subsidiary Guarantorsits Subsidiaries, is required to be obtained by the Borrower or any of the Subsidiary Guarantors 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 where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantors, as applicable, Loan Parties of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantors, its Subsidiaries or (ii) the Borrower’s 's or any Subsidiary Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any of the Subsidiary Guarantors 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 underthereunder, 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 Guarantor pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, 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 or any of the Subsidiary Guarantorsits Subsidiaries, is required to be obtained by the Borrower or any of the Subsidiary Guarantors 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 Documents, except where failure to obtain (i) filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the same would aggregate could not reasonably be expected to have a Material Adverse Effect, and (ii) filings necessary to create or perfect security interests in the Collateral.

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

No Conflict; Government Consent. Neither the execution and delivery by the such Borrower or the Subsidiary Guarantors, as applicable, of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof thereof, will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the such Borrower or any of the Subsidiary Guarantors, its Subsidiaries or (ii) the such Borrower’s 's or any Subsidiary Guarantor’s of its Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the such Borrower or any of the Subsidiary Guarantors its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, 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 Guarantor any of its Significant Subsidiaries pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected agreement. Except for an appropriate order or orders of (a) in the case of PHI, PEPCO and DPL, of the SEC under PUHCA, (b) in the case of DPL, of the Virginia State Corporation Commission and (c) in the case of ACE, the New Jersey Board of Public Utilities, each of which has been issued and is in full force and effect (and copies of which have been delivered to have a Material Adverse Effect. No 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 the Subsidiary Guarantors, is required to be obtained by the such Borrower or any of the Subsidiary Guarantors 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 Documents except where failure Document to which such Borrower is a party; provided that each Borrower must obtain the same would not reasonably be expected applicable approvals described in Section 4.3 prior to have a Material Adverse Effect.obtaining Credit Extensions after the applicable date specified in such Section 4.3 with respect to such Borrower. 5.4

No Conflict; Government Consent. Neither the execution and delivery by the Borrower Company or the Subsidiary Guarantors, as applicable, any of its Subsidiaries of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any of the Subsidiary Guarantors, its Subsidiaries or (ii) the BorrowerCompany’s or any Subsidiary GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Company or any of the Subsidiary Guarantors its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, 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 Guarantor pursuant to the terms of, any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, 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 the Subsidiary Guarantorsits Subsidiaries, is required to be obtained by the Borrower Company or any of the Subsidiary Guarantors its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the any Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by the such Borrower or the Subsidiary Guarantors, as applicable, of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof thereof, will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the such Borrower or any of the Subsidiary Guarantors, its Subsidiaries or (ii) the such Borrower’s 's or any Subsidiary Guarantor’s of its Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the such Borrower or any of the Subsidiary Guarantors its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, 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 Guarantor any of its Significant Subsidiaries pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected agreement. 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 have a Material Adverse Effect. No 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 the Subsidiary Guarantors, is required to be obtained by the such Borrower or any of the Subsidiary Guarantors 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 Loan Document to which such Borrower is a party; provided that (x) DPL must obtain approval of the Loan Documents except where failure Virginia State Corporation Commission prior to incurring Outstanding Credit Extensions in excess of $275,000,000, and (y) ACE must obtain approval of the same would not reasonably be expected New Jersey Board of Public Utilities prior to have a Material Adverse Effect.incurring Outstanding Credit Extensions in excess of $250,000,000. 5.4

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantors, as applicable, and its Subsidiaries of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantors, its Subsidiaries or (ii) the Borrower’s 's or any Subsidiary Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any of the Subsidiary Guarantors 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 underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary Guarantor pursuant to the terms of, of any such indenture, instrument or agreement agreement, except where such violation would failure could not reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of the Subsidiary Guarantorsits Subsidiaries, is required to be obtained by the Borrower or any of the Subsidiary Guarantors its 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 except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantors, as applicable, any Loan Party of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantors, its Subsidiaries or any Property of such Person or (ii) the Borrower’s or any Subsidiary GuarantorMaterial Domestic Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-by laws, or operating agreement or other management agreement, or substantially equivalent governing document, as the case may be, or (iii) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument instrument, agreement or agreement other obligation (each a “Contract”) to which the Borrower or any of the Subsidiary Guarantors is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof or constitute a default underthereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary Guarantor any of its Subsidiaries pursuant to the terms of, of any such note, bond, mortgage, deed of trust, license, lease indenture, instrument instrument, agreement or agreement other obligation, except where with respect to clause (a) or (c), to the extent, individually or in the aggregate, that such violation would violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expected expect to have result in a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of the Subsidiary Guarantorsits Material Domestic Subsidiaries, is required to be obtained by the Borrower or any of the Subsidiary Guarantors 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 except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower Company or the Subsidiary Guarantors, as applicable, any of its Subsidiaries of the Loan Transaction Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any of the Subsidiary Guarantors, its Subsidiaries or (ii) the BorrowerCompany’s or any Subsidiary GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Company or any of the Subsidiary Guarantors its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, 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 Guarantor pursuant to the terms of, any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, 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 the Subsidiary Guarantorsits Subsidiaries, is required to be obtained by the Borrower Company or any of the Subsidiary Guarantors its Subsidiaries in connection with the execution and delivery of the Loan Transaction Documents, the borrowings under this Agreement, the payment and performance by the any Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents except where failure to obtain the same would not reasonably be expected to have a Material Adverse Effect.Transaction Documents. 39 SIDLEY XXXXXX XXXXX & XXXX

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantors, as applicable, any Loan Party of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplatedTransactions, nor compliance with the provisions thereof will violate (ia) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantors, its Subsidiaries or any Property of such Person or (iib) the Borrower’s or any Subsidiary GuarantorMaterial Domestic Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-by laws, or operating agreement or other management agreement, or substantially equivalent governing document, as the case may be, or (iiic) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument instrument, agreement or agreement other obligation (each a “Contract”) to which the Borrower or any of the Subsidiary Guarantors is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof or constitute a default underthereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary Guarantor any of its Subsidiaries pursuant to the terms of, of any such note, bond, mortgage, deed of trust, license, lease indenture, instrument instrument, agreement or agreement other obligation, except where with respect to clause (a) or (c), to the extent, individually or in the aggregate, that such violation would violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expected expect to have result in a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of the Subsidiary Guarantorsits Material Domestic Subsidiaries, is required to be obtained by the Borrower or any of the Subsidiary Guarantors 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 except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower Company or the any Subsidiary Guarantors, as applicable, of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any of the Subsidiary Guarantors, or (ii) the BorrowerCompany’s or any Subsidiary GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument Material Indebtedness Agreement or any other agreement where aggregate amounts payable thereunder exceed $1,000,000 to which the Borrower Company or any of the Subsidiary Guarantors is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, 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 Guarantor pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected agreement, other than the Liens in favor of the Administrative Agent and the Lenders pursuant to have a Material Adverse Effectthis 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 Subsidiary (except for the filing of financing statements under the Subsidiary GuarantorsUCC and filings in connection with the IP Security Documents), is required to be obtained by the Borrower Company or any of the Subsidiary Guarantors in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower Company of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the and any Restricted Subsidiary Guarantors, as applicable, of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantors, Restricted Subsidiaries or (ii) the Borrower’s 's or any Subsidiary Guarantor’s Restricted Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any of the Subsidiary Guarantors its Restricted Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a any Restricted Subsidiary Guarantor pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, 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 the Subsidiary Guarantorsits Restricted Subsidiaries, is required to be obtained by the Borrower or any of the Subsidiary Guarantors its Restricted Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Restricted Subsidiary of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments. 5.4.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantors, as applicable, Aerial of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Aerial or any of the Subsidiary Guarantors, or (ii) the Borrower’s or any Subsidiary Guarantor’s articles or Aerial's certificate of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization, by-laws, laws or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Aerial or any of the Subsidiary Guarantors its Subsidiaries is a party or is subject, or by which it, or its Property, or any of its Subsidiaries or any of their respective Properties, is bound, or conflict with, with or constitute a default underthereunder, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary Guarantor Aerial pursuant to the terms of, of any such indenture, instrument or agreement except where agreement. Neither Aerial nor any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, including, without limitation, the Communications Act, or the terms of any Franchise or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument which violation would not or breach could reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereofthereof (including, which has not been obtained by without limitation, the Borrower FCC, any other PCS Authority, or any other Federal agency or any state, county or municipal agency, authority, commission or council, and, if applicable, telephone companies and other entities exercising jurisdiction over the provision of the Subsidiary GuarantorsPCS services) or any other third party, is required to be obtained by the Borrower authorize, or any of the Subsidiary Guarantors 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 except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

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

No Conflict; Government Consent. Neither the ------------------------------- execution and delivery by each of the Borrower or and the Subsidiary Guarantors, as applicable, Guarantors of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantors, its Subsidiaries or (iib) the Borrower’s 's or any Subsidiary Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iiic) the provisions of any indenture, instrument or agreement to which the Borrower or any of the Subsidiary Guarantors 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 underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary Guarantor pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, 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 the Subsidiary Guarantorsits Subsidiaries, is required to be obtained by the Borrower or any of the Subsidiary Guarantors 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 where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower Company or the Subsidiary Guarantors, as applicable, any of its Subsidiaries of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any of the Subsidiary Guarantors, its Subsidiaries or (ii) the Borrower’s Company's or any Subsidiary Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Company or any of the Subsidiary Guarantors its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, 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 Guarantor pursuant to the terms of, any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, 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 the Subsidiary Guarantorsits Subsidiaries, is required to be obtained by the Borrower Company or any of the Subsidiary Guarantors its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the any Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower Company or the Subsidiary Guarantors, as applicable, any of its Subsidiaries of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any of the Subsidiary Guarantors, its Subsidiaries or (ii) the Borrower’s Company's or any Subsidiary Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Company or any of the Subsidiary Guarantors its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, 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 Guarantor pursuant to the terms of, any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, 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 the Subsidiary Guarantorsits Subsidiaries, is required to be obtained by the Borrower Company or any of the Subsidiary Guarantors its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the any Borrower of the Obligations arising under the Loan Documents or the legality, validity, binding effect or enforceability of any of the Loan Documents except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

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

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantors, as applicable, of the Loan Facility Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantors, its Subsidiaries or (iib) the Borrower’s or any Subsidiary GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iiic) the provisions of any indenture, instrument or agreement to which the Borrower or any of the Subsidiary Guarantors 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 underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary Guarantor pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, 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 the Subsidiary Guarantorsits Subsidiaries, is required to be obtained by the Borrower or any of the Subsidiary Guarantors its Subsidiaries in connection with the execution and delivery of the Loan Facility Documents, the borrowings extensions of credit 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 Facility Documents, except where failure that approval of the New York Insurance Department, the California Insurance Department and/or one or more other state insurance departments would be required in order for the Lenders to obtain acquire control of Navigators and NIC. Neither the same would not Borrower nor any Subsidiary is in default under or in violation of any foreign, federal, state or local law, rule, regulation, order, writ, judgment, injunction, decree or award binding upon or applicable to the Borrower or such Subsidiary, in each case the consequences of which default or violation could reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by each of the Borrower or the Subsidiary Guarantors, as applicable, Borrowers of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the any Borrower or any of the Subsidiary Guarantors, their respective Restricted Subsidiaries or (iib) the any Borrower’s or any Subsidiary Guarantor’s of their Restricted Subsidiaries’ articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-by laws, or operating agreement or other management agreement, as the case may be, or (iiic) the provisions of any material indenture, instrument or agreement to which any of the Borrower Borrowers or any of the Subsidiary Guarantors their respective Restricted Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the any Borrower or a Restricted Subsidiary Guarantor pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Borrowers or any of the Subsidiary Guarantorstheir Restricted Subsidiaries, is required to be obtained by the any Borrower or any of the Subsidiary Guarantors their Restricted 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 except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by each of the Borrower or the Subsidiary Guarantors, as applicable, Borrowers of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (ia) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the any Borrower or any of the Subsidiary Guarantors, their respective Restricted Subsidiaries or (iib) the any Borrower’s or any Subsidiary Guarantor’s of their Restricted Subsidiaries’ articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating agreement or other management agreement, as the case may be, or (iiic) the provisions of any material indenture, instrument or agreement to which any of the Borrower Borrowers or any of the Subsidiary Guarantors their respective Restricted Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the any Borrower or a Restricted Subsidiary Guarantor pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Borrowers or any of the Subsidiary Guarantorstheir Restricted Subsidiaries, is required to be obtained by the any Borrower or any of the Subsidiary Guarantors their Restricted 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 except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantors, as applicable, of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate violate, except to the extent that such violation, alone or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantors, its Subsidiaries or (ii) the Borrower’s 's or any Subsidiary Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any of the Subsidiary Guarantors 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 underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary Guarantor pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, 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 the Subsidiary Guarantorsits Subsidiaries, is required to be obtained by the Borrower or any of the Subsidiary Guarantors 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 where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments. 5.4.

No Conflict; Government Consent. Neither the execution and delivery by the any of Borrower or the Subsidiary Guarantors, as applicable, Holdings of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, Closing Transactions nor compliance with the provisions thereof will of the Loan Documents will, or at the relevant time did, violate (ia) any law, rule, regulationregulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantorsits Subsidiaries, or (iib) the Borrower’s 's or any Subsidiary Guarantor’s of its Subsidiaries' 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 (iiic) the provisions of any indenture, instrument or agreement to which the Borrower or any of the Subsidiary Guarantors 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 underthereunder, 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 Guarantor pursuant to the terms of, of any such indenture, instrument or agreement, except for any violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement except where such violation would that could not reasonably be expected to have a Material Adverse Effect. No Except as set forth in SCHEDULE 5.3 hereto, no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityGovernmental Authority, or any subdivision thereof, which has not been obtained by the Borrower or any other Person (including without limitation the stockholders of the Subsidiary Guarantors, any Person) is required to be obtained by the Borrower or any of the Subsidiary Guarantors in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations Obligations, the execution and delivery of the Guaranty Agreement and the Pledge Agreements or the legality, validity, binding effect or enforceability of any of the Loan Documents except where failure to obtain or the same would not reasonably be expected to have a Material Adverse Effectconsummation of any of the Closing Transactions.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantors, as applicable, of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate violate, except to the extent that such violation, alone or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantors, its Subsidiaries or (ii) the Borrower’s or any Subsidiary GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any of the Subsidiary Guarantors 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 underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary Guarantor pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, 51 authorization, 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 the Subsidiary Guarantorsits Subsidiaries, is required to be obtained by the Borrower or any of the Subsidiary Guarantors 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 where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

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

No Conflict; Government Consent. Neither the execution and ------------------------------- delivery by the any of Borrower or the Subsidiary Guarantors, as applicable, of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, Closing Transactions nor compliance with the provisions thereof will of the Loan Documents will, or at the relevant time did, violate (ia) any law, rule, regulationregulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantorsits Subsidiaries, or (iib) the Borrower’s 's or any Subsidiary Guarantor’s of its Subsidiaries' 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 (iiic) the provisions of any indenture, instrument or agreement to which the Borrower or any of the Subsidiary Guarantors 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 underthereunder, 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 Guarantor pursuant to the terms of, of any such indenture, instrument or agreement, except for any violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement except where such violation would that could not reasonably be expected to have a Material Adverse Effect. No Except as set forth in Schedule 5.3 hereto, no order, consent, adjudication, approval, license, ------------ authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityGovernmental Authority, or any subdivision thereof, which has not been obtained by the Borrower or any other Person (including without limitation the stockholders of the Subsidiary Guarantors, any Person) is required to be obtained by the Borrower or any of the Subsidiary Guarantors in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents except where failure to obtain or the same would not reasonably be expected to have a Material Adverse Effectconsummation of any of the Closing Transactions.

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

No Conflict; Government Consent. Neither the execution and delivery by each of the Borrower or the Subsidiary Guarantors, as applicable, and its Material Domestic Subsidiaries of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantors, its Material Domestic Subsidiaries or (ii) the Borrower’s 's or any Subsidiary Guarantor’s Material Domestic Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any of the Subsidiary Guarantors its Material Domestic Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, 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 Guarantor pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, 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 the Subsidiary Guarantorsits Material Domestic Subsidiaries, is required to be obtained by the Borrower or any of the Subsidiary Guarantors 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 except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower Company or the Subsidiary Guarantorsother Obligors, as applicable, of the Loan DocumentsFinance Documents to which such Person is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any of the Subsidiary Guarantorsother Obligors, or (ii) the BorrowerCompany’s or any Subsidiary Guarantorother Obligor’s articles or certificate of incorporationincorporation (or similar charter document), partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower Company or any of the Subsidiary Guarantors other Obligors is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default underthereunder, 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 Guarantor any other Obligor pursuant to the terms of, any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, 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 the Subsidiary Guarantorsother Obligors, is required to be obtained by the Borrower Company or any of the Subsidiary Guarantors other Obligors in connection with the execution and delivery of the Loan DocumentsFinance Documents by the Company or any of the other Obligors, the borrowings under this Agreement, the payment and performance by the Borrower Company of the Obligations obligations evidenced by the Notes or under the other Finance Documents or the legality, validity, binding effect or enforceability of any of the Loan Documents except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectFinance Documents.

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

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantorsits Subsidiaries, as applicable, of the Loan DocumentsDocuments to which such Person is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantors, its Subsidiaries or (ii) the Borrower’s or any Subsidiary GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, material instrument or material agreement to which the Borrower or any of the Subsidiary Guarantors its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien (other than Liens securing the Secured Obligations) in, of or on the Property of the Borrower or a Subsidiary Guarantor pursuant to the terms of, any such indenture, instrument or agreement agreement. Except for the filing of the relevant Collateral Documents with the applicable Governmental Authorities and except where such violation would not reasonably be expected to have a Material Adverse Effect. No as disclosed in Section 4.9 of the Pledge and Security 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 the Subsidiary Guarantorsits Subsidiaries, is required to be obtained by the Borrower or any of the Subsidiary Guarantors 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 where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantors, as applicable, ------------------------------- it of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on on, respectively, the General Partner or the Borrower or any of the Subsidiary Guarantors, such entity's Subsidiaries or (ii) the Borrower’s such entity's or any Subsidiary Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, certificate of limited partnership or operating partnership agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower such entity or any of the Subsidiary Guarantors 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 underthereunder in any manner that could be reasonably expected to have a Material Adverse Effect, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of the Borrower such entity or a Subsidiary Guarantor pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of the Subsidiary Guarantors, is required to be obtained by the Borrower authorize, or any of the Subsidiary Guarantors 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 except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantorsits Restricted Subsidiaries, as applicable, of the Loan DocumentsDocuments to which such Person is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantors, its Restricted Subsidiaries or (ii) the Borrower’s 's or any Subsidiary Guarantor’s Restricted Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which the Borrower or any of the Subsidiary Guarantors its Restricted Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Restricted Subsidiary Guarantor pursuant to the terms of, any such indenture, instrument or agreement except where agreement, except, in the case of clause (i), for any such violation would which could not reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of the Subsidiary Guarantorsits LEGAL02/36800330v21 Restricted Subsidiaries, is required to be obtained by the Borrower or any of the Subsidiary Guarantors its Restricted Subsidiaries in connection with the execution and delivery of the Loan DocumentsDocuments by the Borrower and the other Loan Parties, 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 where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantors, as applicable, Loan Parties of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantors, its Subsidiaries or (ii) the Borrower’s or any Subsidiary GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any of the Subsidiary Guarantors 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 underthereunder, 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 Guarantor pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, 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 or any of the Subsidiary Guarantorsits Subsidiaries, is required to be obtained by the Borrower or any of the Subsidiary Guarantors 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 Documents, except where failure to obtain (i) filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the same would aggregate could not reasonably be expected to have a Material Adverse Effect, and (ii) filings necessary to create or perfect security interests in the Collateral.

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

No Conflict; Government Consent. Neither Except for limitations under Insurance Laws, neither the execution and delivery by the each Borrower or the Subsidiary Guarantors, as applicable, of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the such Borrower or any of the Subsidiary Guarantors, its Subsidiaries or (ii) the such Borrower’s or any Subsidiary GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the such Borrower or any of the Subsidiary Guarantors 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 underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the such Borrower or a Subsidiary Guarantor pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectother than Liens permitted by the Loan Documents. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the such Borrower or any of the Subsidiary Guarantorsits Subsidiaries, is required to be obtained by the such Borrower or any of the Subsidiary Guarantors its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the such Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, other than as set forth in the Collateral Documents except where failure and filings required to obtain the same would not reasonably be expected to have a Material Adverse Effectperfect Lender’s security interest.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower any Borrower, any Guarantor or the any other Subsidiary Guarantors, as applicable, of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower any Borrower, any Guarantor or any of the Subsidiary Guarantors, or (ii) the any Borrower’s 's, any Guarantor's or any Subsidiary Guarantor’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower any Borrower, any Guarantor or any of the Subsidiary Guarantors is a party or is subject, or by which it, or its PropertyProperties, is bound, or conflict with, with or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property Properties of the Borrower any Borrower, any Guarantor or a any Subsidiary Guarantor pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, 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 AMRESCO or any of the Subsidiary Guarantorsits Subsidiaries, is required to be obtained by the Borrower any Borrower, any Guarantor or any of the Subsidiary Guarantors in connection with the execution and delivery of the Loan Documents, the borrowings and other extensions of credit under this Agreement, the payment and performance by the Borrower Borrowers and Guarantors of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents except where failure to obtain the same would not reasonably be expected to have a Material Adverse EffectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower or the Subsidiary Guarantors, as applicable, of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantors, its Subsidiaries or (ii) the Borrower’s or any Subsidiary GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organizationformation, by-laws, or operating limited liability company agreement or other management agreement, as the case may beorganizational documents, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any of the Subsidiary Guarantors 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 underthereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary Guarantor pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of the Subsidiary Guarantors, is required to be obtained by the Borrower authorize, or any of the Subsidiary Guarantors 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 except where failure to obtain other than the same would not reasonably be expected to have filing of a Material Adverse Effectcopy 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 the Subsidiary Guarantors, as applicable, Loan Parties of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of the Subsidiary Guarantors, its Subsidiaries or (ii) violate the Borrower’s or any Subsidiary GuarantorSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) violate the provisions of any indenture, material instrument or material agreement to which the Borrower or any of the Subsidiary Guarantors 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 underthereunder, or (iv) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a any Subsidiary Guarantor pursuant to the terms of, of any such indenture, instrument or agreement except where such violation would not reasonably be expected to have a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, 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 or any of the Subsidiary Guarantorsits Subsidiaries, is required to be obtained by the Borrower or any of the Subsidiary Guarantors 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 Documents, except where failure to obtain (i) filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the same would aggregate could not reasonably be expected to have a Material Adverse Effect, and (ii) filings necessary to create or perfect security interests in the Collateral.