Common use of No Conflict; Government Consent Clause in Contracts

No Conflict; Government Consent. Neither the execution and delivery by any Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (a) any Law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, (b) such Borrower’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws or operating or other similar governing document, as the case may be or (c) the provisions of any material indenture, instrument or agreement to which such Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien on the Property of such Borrower or any of its Subsidiaries pursuant to the terms of any such material indenture, instrument or agreement, in each case, that would 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 Authority, which has not been obtained by each applicable Borrower or any of its Subsidiaries, is required to be obtained by such Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except to the extent the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by any the Borrower of the Loan Facility Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (a) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such the Borrower or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, or (b) such the Borrower’s or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws by-laws, or operating or other similar governing documentmanagement agreement, as the case may be be, or (c) the provisions of any material indenture, instrument or agreement to which such the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such the Borrower or any of its Subsidiaries a Subsidiary pursuant to the terms of any such material indenture, instrument or agreement, in each case, that would reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authoritygovernmental or public body or authority, or any subdivision thereof, which has not been obtained by each applicable the Borrower or any of its Subsidiaries, is required to be obtained by such the Borrower or any of 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 such the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Facility Documents, except that approval of the New York Insurance Department and/or one or more other state insurance departments would be required in order for the Lenders to acquire control of Navigators and NSIC. Neither the 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 extent Borrower or such Subsidiary, in each case the failure to obtain any such order, consent, adjudication, approval, license, authorization consequences of which default or validation of, or filing, recording or registration, or exemption would not violation could reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by any Borrower Credit Party of the Loan DocumentsDocuments to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (ai) any Lawapplicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower Credit Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, (bii) such BorrowerCredit Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws by-laws, or operating agreement or other similar governing documentmanagement agreement, as the case may be be, or (ciii) the provisions of any indenture or material indenture, instrument or agreement to which such Borrower or any of its Subsidiaries Credit Party is a party or is subject, or by which it, or its Property, is boundmay be bound or affected, or conflict with with, or constitute a default thereunderunder, or result in, in or require, the creation or imposition of any Lien in, of or on the Property of such Borrower or any of its Subsidiaries Credit Party pursuant to the terms of any such indenture or material indenture, instrument or agreementagreement (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 perfect the Liens of the Agent in favor of the Holders of Secured Obligations granted pursuant to the Loan Documents, in each case, that would reasonably be expected to have a Material Adverse Effect. No no order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authoritygovernmental or public body or authority, or any subdivision thereof, which has not been obtained by each applicable Borrower or any of its SubsidiariesCredit Party, is required to be obtained by such Borrower or any of its Subsidiaries Credit Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such Borrower the Credit Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, Documents except to the extent where the failure to obtain any such orderso make or obtain, consentindividually or in the aggregate, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by any each of the Borrower 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 (i) violate (a) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such the Borrower or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, or (bii) such violate the Borrower’s or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws by-laws, or operating agreement or other similar governing documentlimited liability company agreement, as the case may be or be, (ciii) violate the provisions of any material indenture, instrument or agreement to which such the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default could not reasonably be expected to result in a Default under Section 7.5 or a Material Adverse Effect, or (iv) result in, or require, the creation or imposition of any Lien in, of or on the Property of such the Borrower or a Subsidiary pursuant to the terms of any material indenture, instrument or agreement to which the Borrower or any of its Subsidiaries pursuant to the terms of any such material indentureis a party or is subject, instrument or agreementby which it, in each case, that would reasonably be expected to have a Material Adverse Effector its Property is bound. No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authoritygovernmental or public body or authority, or any subdivision thereof, which has not been obtained by each applicable the Borrower or any of its SubsidiariesSubsidiaries or the absence of which could reasonably be expected to result in a Material Adverse Effect, is required to be obtained by such the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except to the extent the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by any the Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will (i) violate (a) any Law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower conflict with the Borrower’s or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, (b) such BorrowerSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws by‑laws, or operating or other similar governing documentmanagement agreement, as the case may be be, or (cii)(a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Material Subsidiaries or (b) contravene or conflict with the provisions of any material indenture, instrument or agreement to which such the Borrower or any of its Material Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such the Borrower or any of its Subsidiaries a Material Subsidiary pursuant to the terms of any such material indenture, instrument or agreement, except for any such violations, contraventions, conflicts or defaults which, individually and in each casethe aggregate, that would could not reasonably be expected to have a Material Adverse Effect, or, in the case of any such Lien, except for any such Lien which is not prohibited hereby. No material order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authoritygovernmental or public body or authority, or any subdivision thereof, which has not been obtained by each applicable the Borrower or any of its Material Subsidiaries, is required to be obtained by such the Borrower or any of its Material Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such the Borrower of the Obligations thereunder or the legality, validity, binding effect or enforceability of any of the Loan Documents, except to the extent the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by any the Borrower or its 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 (ai) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such the Borrower or any of its Subsidiaries that except for violations which individually or in the aggregate would not reasonably be expected to have result in a Material Adverse Effect, or (bii) such the Borrower’s 's or any Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws by-laws, or operating agreement or other similar governing documentmanagement agreement, as the case may be be, or (ciii) the provisions of any material indenture, instrument or agreement to which such the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with with, or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such the Borrower or any of its Subsidiaries a Subsidiary pursuant to the terms of of, any such material indenture, instrument or agreement, except for violations which individually or in each case, that the aggregate would not reasonably be expected to have result in a Material Adverse Effect. No material order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other material action in respect of any Governmental Authoritygovernmental or public body or authority, or any subdivision thereof, which has not been obtained by each applicable the Borrower or any of its Subsidiaries, is required to be obtained by such the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except filings necessary to perfect Liens created under the extent the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse EffectLoan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any such Alternate Currency Borrower of the Loan DocumentsDocuments to which it is a party, nor the consummation by it of the transactions therein contemplatedcontemplated to be consummated by it, nor compliance by such Alternate Currency Borrower with the provisions thereof will violate (a) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Alternate Currency Borrower or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, (b) or such Alternate Currency Borrower’s 's or any of its Subsidiaries' memoranda or articles of association or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws or operating or other similar governing document, as the case may be or (c) the provisions of any material indenture, instrument or agreement to which such Alternate Currency Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien lien in, of or on the Property property of such Alternate Currency Borrower or any of its Subsidiaries pursuant to the terms of any such material indenture, instrument or agreementagreement in any such case which violation, in each caseconflict, that would default, creation or imposition could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on such Alternate Currency Borrower. No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authority, which has not been obtained by each applicable Borrower or any of its Subsidiaries, governmental agency is required to be obtained by such Borrower authorize, or any of its Subsidiaries is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such Borrower of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Documents, except to the extent the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by any the Borrower of the Loan Documents, Documents nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (ai) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such the Borrower or any of its Subsidiaries that would if any such violation could reasonably be expected to have a Material Adverse Effect, material adverse effect on the business or financial condition of the Borrower and its Subsidiaries taken as a whole or (bii) such the Borrower’s 's or any Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws by-laws, or operating or other similar governing documentmanagement agreement, as the case may be be, or (ciii) the provisions of any material indenture, instrument or agreement to which such the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunderthereunder if any such violation, conflict or default could reasonably be expected to have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries taken as a whole, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such the Borrower or any of its Subsidiaries a Subsidiary pursuant to the terms of any such material indenture, instrument or agreement, in each case, that would reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authoritygovernmental or public body or authority, or any subdivision thereof, which has not been obtained by each applicable the Borrower or any of its Subsidiaries, is required to be obtained by such the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except Documents (other than filings to perfect the Liens granted pursuant to the extent the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse EffectSecurity Agreement).

No Conflict; Government Consent. Neither the execution and delivery by any Borrower the Parent, Borrower, and Borrower’s 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 (ai) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower the Parent, Borrower, or any of its Borrower’s Subsidiaries that would reasonably be expected to have a Material Adverse Effector (ii) the Parent’s, (b) such Borrower’s, or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws by-laws, or operating or other similar governing documentmanagement agreement, as the case may be be, or (ciii) the provisions of any material indenture, instrument or agreement to which such Borrower the Parent, Borrower, or any of its Borrower’s Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Borrower the Parent, Borrower, or any of its Borrower’s Subsidiaries pursuant to the terms of any such material indenture, instrument or agreement, in each case, that would except where such failure could not reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authoritygovernmental or public body or authority, or any subdivision thereof, which has not been obtained by each applicable Borrower the Parent, Borrower, or any of its Borrower’s Subsidiaries, is required to be obtained by such Borrower the Parent, Borrower, or any of its Borrower’s Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings Advances under this Agreement, the payment and performance by such the Borrower of the Secured Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except to the extent the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by any Borrower such Subsidiary of the Loan Documents, nor the consummation of the other transactions therein contemplated, nor compliance with the provisions thereof will violate (ai) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower Subsidiary or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, (bii) such BorrowerSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws by-laws, or operating agreement or other similar governing documentmanagement agreement, as the case may be be, or (ciii) the provisions of any material indenture, instrument or agreement to which such Borrower or any of its Subsidiaries Subsidiary is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with with, or constitute a default thereunderunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property property of such Borrower or any of its Subsidiaries Subsidiary pursuant to the terms of of, any such material indenture, instrument or agreement, in each case, that would reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authoritygovernmental or public body or authority, or any subdivision thereof, which has not been obtained by each applicable Borrower or any of its Subsidiariessuch Subsidiary, is required to be obtained by such Borrower or any of its Subsidiaries Subsidiary in connection with the execution and delivery of the Loan Documents, the borrowings under this the Credit Agreement, the payment and performance by such Borrower Subsidiary of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except . So long as the principal of and interest on all Advances made to the extent Subsidiary under the failure Credit Agreement shall have been repaid or paid in full, all Facility LCs issued for the account of the Subsidiary have expired or been returned and terminated and all other Obligations of the Subsidiary (other than continent indemnity obligations) under the Credit Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days’ prior notice to obtain the Administrative Agent (who shall promptly notify the Lenders thereof) terminate its status as a “Subsidiary Borrower” or “Borrower”, and such Subsidiary shall be released from any such order, consent, adjudication, approval, license, authorization future liability (other than contingent indemnity obligations) as a “Subsidiary Borrower” or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effect“Borrower” under the Credit Agreement and the other Loan Documents. CHOICE OF LAW. THIS ASSUMPTION LETTER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

No Conflict; Government Consent. Neither the execution and delivery by any such Alternate Currency Borrower of the Loan DocumentsDocuments to which it is a party, nor the consummation by it of the transactions therein contemplatedcontemplated to be consummated by it, nor compliance by such Alternate Currency Borrower with the provisions thereof will violate (a) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Alternate Currency Borrower or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, (b) or such Alternate Currency Borrower’s or any of its Subsidiaries’ memoranda or articles of association or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws or operating or other similar governing document, as the case may be or (c) the provisions of any material indenture, instrument or agreement to which such Alternate Currency Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien lien in, of or on the Property property of such Alternate Currency Borrower or any of its Subsidiaries pursuant to the terms of any such material indenture, instrument or agreementagreement in any such case which violation, in each caseconflict, that would default, creation or imposition could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on such Alternate Currency Borrower. No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authority, which has not been obtained by each applicable Borrower or any of its Subsidiaries, governmental agency is required to be obtained by such Borrower authorize, or any of its Subsidiaries is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such Borrower of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Documents, except to the extent the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by any the Borrower of the Loan Credit Documents, nor the consummation of the transactions therein contemplatedprovided for therein, nor compliance with the provisions thereof thereof, will violate (a) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such the Borrower or any of its Significant Subsidiaries that would reasonably be expected to have a Material Adverse Effect, (b) such or the Borrower’s or any of its Significant Subsidiaries’ certificate or articles of incorporation or certificate of incorporation, partnership agreement, certificate of partnership, articles by-laws or certificate of organization, bylaws or operating or other similar governing document, as the case may be or (c) the provisions of any material indenture, instrument or agreement to which such the Borrower or any of its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of such the Borrower or any of its Significant Subsidiaries pursuant to the terms of any such material indenture, instrument or agreement, other than such violations, conflicts or defaults which, individually or in each casethe aggregate, that would could not reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authority, which has not been obtained by each applicable Borrower or any of its Subsidiaries, Authority is required to be obtained by such Borrower authorize, or any of its Subsidiaries is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such Borrower of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Credit Documents, except to the extent the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption as would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution execution, delivery and delivery performance by any the Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (ai) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such the Borrower or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, or (bii) such the Borrower’s 's or any Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws by-laws, or operating agreement or other similar governing documentmanagement agreement, as the case may be be, or (ciii) the provisions of any material indentureContractual Obligations, instrument or agreement to which such the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with with, or constitute a default thereunderunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such the Borrower or any of its Subsidiaries a Subsidiary pursuant to the terms of, any material Contractual Obligation. The execution, delivery and performance of the Loan Documents and the consummation of the transactions contemplated thereby do not and will not require any approval of shareholders or any approval or consent of any such material indenture, instrument or agreement, in each case, that would reasonably be expected to have a Material Adverse EffectPerson under Contractual Obligations. No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authoritygovernmental or public body or authority, or any subdivision thereof, which has not been obtained by each applicable the Borrower or any of its Subsidiaries, is required to be obtained by such the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except to the extent the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by any the Borrower or 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 thereof, nor the consummation of the Closing Transactions, will violate (ai) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such the Borrower or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, or (bii) such the Borrower’s or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws by-laws, or operating or other similar governing documentmanagement agreement, as the case may be be, or (ciii) the provisions of any material indentureindenture (including, without limitation, the Indentures), instrument or agreement (including, without limitation, any Permitted Bond Document or 9.60% Senior Notes Refinancing Document) to which such the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such the Borrower or any of its Subsidiaries a Subsidiary pursuant to the terms of any such material indenture, instrument or agreementagreement (including, in each casewithout limitation, that would reasonably be expected to have a Material Adverse Effectany Permitted Bond Document or 9.60% Senior Notes Refinancing Document). No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authoritygovernmental or public body or authority, or any subdivision thereof, which has not been obtained by each applicable the Borrower or any of its Subsidiaries, is required to be obtained by such the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such the Borrower of the Obligations or Obligations, the legality, validity, binding effect or enforceability of any of the Loan Documents, except to or the extent consummation of the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse EffectClosing Transactions.

No Conflict; Government Consent. Neither After giving effect to the Approved Plan and the Confirmation Order, neither the execution and delivery by any Borrower the Parent, the Borrower, and the Borrower’s Subsidiaries of the Loan DocumentsDocuments to which it is a party, nor the consummation of the transactions therein contemplatedcontemplated (including any Advances made to the Borrower on the date this representation is made), nor compliance with the provisions thereof will violate (a) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower the Parent, the Borrower, or any of its the Borrower’s Subsidiaries that would reasonably be expected to have a Material Adverse Effect, or (b) such the Parent’s, the Borrower’s, or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws by laws, or operating or other similar governing documentmanagement agreement, as the case may be be, or (c) the provisions of any material indenture, instrument or agreement to which such Borrower the Parent, the Borrower, or any of its the Borrower’s Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Borrower the Parent, the Borrower, or any of its the Borrower’s Subsidiaries pursuant to the terms of any such material indenture, instrument or agreement, in each case, that would except where such failure could not reasonably be expected to have a Material Adverse Effect. No After giving effect to the Approved Plan and the Confirmation Order, no order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authoritygovernmental or public body or authority, or any subdivision thereof, which has not been obtained by each applicable Borrower the Parent, the Borrower, or any of its the Borrower’s Subsidiaries, is required to be obtained by such Borrower the Parent, the Borrower, or any of its the Borrower’s Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings Advances under this Agreement, the payment and performance by such the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except to the extent the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by any the Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will (i) violate (a) any Law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower conflict with the Borrower’s or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, (b) such BorrowerSubsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws by laws, or operating or other similar governing documentmanagement agreement, as the case may be be, or (cii)(a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Material Subsidiaries or (b) contravene or conflict with the provisions of any material indenture, instrument or agreement to which such the Borrower or any of its Material Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such the Borrower or any of its Subsidiaries a Material Subsidiary pursuant to the terms of any such material indenture, instrument or agreement, except for any such violations, contraventions, conflicts or defaults which, individually and in each casethe aggregate, that would could not reasonably be expected to have a Material Adverse Effect, or, in the case of any such Lien, except for any such Lien which is not prohibited hereby. No material order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authoritygovernmental or public body or authority, or any subdivision thereof, which has not been obtained by each applicable the Borrower or any of its Material Subsidiaries, is required to be obtained by such the Borrower or any of its Material Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such the Borrower of the Obligations thereunder or the legality, validity, binding effect or enforceability of any of the Loan Documents, except to the extent the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by any the Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (ai) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such the Borrower or any of its Material Subsidiaries that would reasonably be expected to have a or (ii) the Borrower's or any Material Adverse Effect, (b) such Borrower’s Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws by-laws, or operating or other similar governing documentmanagement agreement, as the case may be be, or (ciii) the provisions of any material indenture, instrument or agreement to which such the Borrower or any of its Material Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien (other than as permitted under Section 6.14) in, of or on the Property of such the Borrower or any of its Subsidiaries a Material Subsidiary pursuant to the terms of any such material indenture, instrument or agreement, in each case, that would the violation of which could reasonably be expected to have a Material Adverse Effect. No Except for filing which may be required under the Securities Exchange Act of 1934, no order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authoritygovernmental or public body or authority, or any subdivision thereof, which has not been obtained by each applicable the Borrower or any of its Material Subsidiaries, is required to be obtained by such the Borrower or any of its Material Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except to the extent the whose failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not could reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by any Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance Visa: Amended and Restated Five Year Revolving Credit Agreement with the provisions thereof will violate (a) any Law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, (b) such Borrower’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws or operating or other similar governing document, as the case may be or (c) the provisions of any material indenture, instrument or agreement to which such Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien on the Property of such Borrower or any of its Subsidiaries pursuant to the terms of any such material indenture, instrument or agreement, in each case, that would 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 Authority, which has not been obtained by each applicable Borrower or any of its Subsidiaries, is required to be obtained by such Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except to the extent the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by any the Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (ai) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such the Borrower or any of its Subsidiaries that would reasonably be expected to have a Material Adverse EffectSubsidiaries, or (bii) such the Borrower’s 's or any Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws bylaws, or operating or other similar governing documentmanagement agreement, as the case may be be, or (ciii) the provisions of any material indenture, instrument or agreement to which such the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such the Borrower or any of its Subsidiaries a Subsidiary pursuant to the terms of any such material indenture, instrument or agreement, in each case, that would reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authoritygovernmental or public body or authority, or any subdivision thereof, which has not been obtained by each applicable the Borrower or any of its SubsidiariesSubsidiaries and is in full force and effect, is required to be obtained by such the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except that the Borrower is required to make a notice filing with the SEC pursuant to the extent SEC's Rule 52 adopted pursuant to the failure Public Utility Holding Company Act of 1935, as amended. The Borrower covenants that it will make the notice filing referred to obtain any such order, in the preceding sentence within the time limited prescribed therefor and further represents that no further consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effectof the SEC is required in connection therewith.

No Conflict; Government Consent. Neither the execution and delivery ------------------------------- by the Borrower or any Borrower Subsidiary 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 (ai) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such the Borrower or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, or (bii) such the Borrower’s 's or any Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws by-laws, or operating or other similar governing documentmanagement agreement, as the case may be be, or (ciii) the provisions of any material indenture, instrument or agreement (including without limitation the Senior Subordinated Notes) to which such the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such the Borrower or any of its Subsidiaries a Subsidiary pursuant to the terms of any such material indenture, instrument or agreement, in each case, that would reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authoritygovernmental or public body or authority, or any subdivision thereof, which has not been obtained by each applicable the Borrower or any of its Subsidiaries, is required to be obtained by such the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Transaction Documents, the borrowings under this Agreement, the consummation of the Gourmet Acquisition, the payment and performance by such the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except . All applicable waiting periods with respect to the extent Gourmet Acquisition under the failure Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, have expired or been terminated prior to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effectthe date hereof.

No Conflict; Government Consent. Neither the execution and delivery ------------------------------- by any the Borrower or CP Limited of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (a) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such the Borrower or the General Partners or CP Limited, any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, (b) such Borrower’s articles or certificate of incorporation, the partnership agreement, certificate of partnershipindenture, articles of incorporation or certificate of organization, bylaws or operating by-laws or other similar governing documentorganizational documents, as the case may be be, of such entities, or (c) the provisions of any material indenture, instrument or agreement to which such Borrower the Borrower, the General Partners or CP Limited or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not 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 such the Borrower or any of its Subsidiaries the General Partners or CP Limited or a Subsidiary pursuant to the terms of any such material indenture, instrument or agreement, in each case, that would reasonably be expected to have a Material Adverse Effect. No order, consent, adjudicationapproval, 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, is required in connection with the execution, delivery and performance of any of the Loan 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 exemption exception by, any governmental or other action in respect of any Governmental Authoritypublic body or authority, which has not been obtained by each applicable Borrower or any of its Subsidiariessubdivision thereof, is required to be obtained by such Borrower authorize, or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such Borrower of the Obligations or for the legality, validity, binding effect or enforceability of of, any of the Loan Documents, except to the extent the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution execution, delivery and delivery performance by any the Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (ai) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such the Borrower or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, or (bii) such the Borrower’s 's or any Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws by-laws, or operating agreement or other similar governing documentmanagement agreement, as the case may be be, or (ciii) the provisions of any material indentureContractual Obligations, instrument or agreement to which such the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with with, or constitute a default thereunderunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such the Borrower or any of its Subsidiaries a Subsidiary pursuant to the terms of, any material Contractual Obligation. The execution, delivery and performance of the Loan Documents and the SIDLEY AUSTIN BROWN & WOOD 31 consxxxxxxxx xx the xxxnsactions contemplated thereby do not and will not require any approval of shareholders or any approval or consent of any such material indenture, instrument or agreement, in each case, that would reasonably be expected to have a Material Adverse EffectPerson under Contractual Obligations. No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authoritygovernmental or public body or authority, or any subdivision thereof, which has not been obtained by each applicable the Borrower or any of its Subsidiaries, is required to be obtained by such the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except to the extent the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by any ------------------------------- the Borrower or CP Limited of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (a) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such the Borrower or the General Partners or CP Limited, any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, (b) such Borrower’s articles or certificate of incorporation, the partnership agreement, certificate of partnershipindenture, articles of incorporation or certificate of organization, bylaws or operating by-laws or other similar governing documentorganizational documents, as the case may be be, of such entities, or (c) the provisions of any material indenture, instrument or agreement to which such Borrower the Borrower, the General Partners or CP Limited or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not 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 such the Borrower or any of its Subsidiaries the General Partners or CP Limited or a Subsidiary pursuant to the terms of any such material indenture, instrument or agreement, in each case, that would reasonably be expected to have a Material Adverse Effect. No order, consent, adjudicationapproval, 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, is required in connection with the execution, delivery and performance of any of the Loan 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 exemption exception by, any governmental or other action in respect of any Governmental Authoritypublic body or authority, which has not been obtained by each applicable Borrower or any of its Subsidiariessubdivision thereof, is required to be obtained by such Borrower authorize, or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such Borrower of the Obligations or for the legality, validity, binding effect or enforceability of of, any of the Loan Documents, except to the extent the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by any Borrower each Credit 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 (ai) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower Credit Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, or (bii) such Borrower’s Credit Party's or any Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws by-laws, or operating or other similar governing documentmanagement agreement, as the case may be be, or (ciii) the provisions of any material indenture, instrument or agreement to which such Borrower Credit Party or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Borrower Credit Party or any of its Subsidiaries pursuant to the terms of any such material indenture, instrument or agreement, except, in each casethe case of clauses (i) through (iii), to the extent that would such violation could not reasonably be expected to have a Material Adverse EffectAffect. No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authoritygovernmental or public body or authority, or any subdivision thereof, which has not been obtained by each applicable Borrower a Credit Party or any of its Subsidiaries, is required to be obtained by such Borrower Credit Party or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such Borrower Credit Party of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except except, in each case, to the extent that the failure to obtain any such order, consent, adjudication, approval, license, authorization authorization, validation, exemption or validation of, other action or to make such filing, recording or registration, or exemption would registration could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by any Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof thereof, will violate (a) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, or (b) such Borrower’s or any of its Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws bylaws, or operating or other similar governing documentmanagement agreement, as the case may be be, or (c) the provisions of any material indenture, instrument or agreement to which such Borrower or any of its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the any Property of such Borrower or any of its Significant Subsidiaries pursuant to the terms of any such material indenture, instrument or agreement, in each case, that would reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authoritygovernmental or public body or authority (including FERC), which has not been obtained by each applicable Borrower or any subdivision thereof (any of its Subsidiariesthe foregoing, an “Approval”), is required to be obtained by such Borrower or any of its Subsidiaries in connection with the execution and delivery by Borrower of the Loan Documents, the borrowings by Borrower under this Agreement, the payment and performance by such Borrower of the its Obligations or the legality, validity, binding effect or enforceability against Borrower of any of the Loan DocumentsDocument, except to the extent the failure to obtain any for such order, consent, adjudication, approval, license, authorization Approvals which have been issued or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effectobtained by Borrower and which are in full force and effect.

No Conflict; Government Consent. Neither the execution and delivery by any Borrower such Borrowing Subsidiary of the Loan DocumentsDocuments to which it is a party, nor the consummation by it of the transactions therein contemplatedcontemplated to be consummated by it, nor compliance by such Borrowing Subsidiary with the provisions thereof will violate (a) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower Borrowing Subsidiary or any such Borrowing Subsidiary's certificate or articles of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, incorporation or by-laws (bor similar documents) such Borrower’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws or operating or other similar governing document, as the case may be or (c) the provisions of any material indenture, instrument or agreement to which such Borrower or any of its Subsidiaries Borrowing Subsidiary is a party or is subject, or by which it, or any Substantial Portion of its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien in, of or on any Substantial Portion of the Property of such Borrower or any of its Subsidiaries Borrowing Subsidiary pursuant to the terms of any such material indenture, instrument or agreement, in each caseexcept for any such violation, that conflict or default which would not reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental AuthorityAgency, which has not been obtained by each applicable Borrower other than those from jurisdictions other than the United States of America or any political subdivision thereof or the Xxxxxx Xxxxxxx or any jurisdiction of its Subsidiaries, is required the United Kingdom the failure of which to be obtained by such Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except to the extent the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effect, is required to authorize, or is required in connection with the execution, delivery and performance by such Borrowing Subsidiary of, or the legality, validity, binding effect or enforceability as against or with respect to such Borrowing Subsidiary of, any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Borrower each Credit 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 (ai) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower Credit Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, or (bii) such Borrower’s Credit Party's or any Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws by-laws, or operating or other similar governing documentmanagement agreement, as the case may be be, or (ciii) the provisions of any material indenture, instrument or agreement to which such Borrower Credit Party or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Borrower Credit Party or any of its Subsidiaries pursuant to the terms of any such material indenture, instrument or agreement, except, in each casethe case of clauses (i) through (iii), to the extent that would such violation could not reasonably be expected to have a Material Adverse EffectAffect. No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authoritygovernmental or public body or authority, or any subdivision thereof, which has not been obtained by each applicable Borrower a Credit Party or any of its Subsidiaries, is required to be obtained by such Borrower Credit Party or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such Borrower Credit Party of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except except, in each case, to the extent that the failure to obtain any such order, consent, adjudication, approval, license, authorization authorization, validation, exemption or validation of, other action or to make such filing, recording or registrationregistration could not reasonably be expected to have a Material Adverse Effect. No Defaults or Violations of Law. No Default or Unmatured Default has occurred and is continuing. No default (or event or circumstance occurred which, but for the passage of time or the giving of notice, or exemption both, would constitute a default) has occurred and is continuing with respect to any note, indenture, loan agreement, mortgage, lease, deed or other agreement to which any Borrower or its Subsidiaries is a party or by which any of them or their Properties is bound, except for such defaults that could not reasonably be expected to have a Material Adverse Effect. Neither the Parent nor any of its Subsidiaries is in violation of any applicable Requirement of Law except for such violations that could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower, the Parent or any Borrower of the Subsidiary Guarantors of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (a) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower the Borrower, the Parent, the Subsidiary Guarantors, or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, (b) such the Borrower’s Subsidiaries or the Borrower’s, Parent's or any Subsidiary’s articles or certificate of incorporation, operating agreements, partnership agreement, certificate of partnershipor by-laws, articles or certificate of organization, bylaws or operating or other similar governing document, as the case may be or (c) the provisions of any material indenture, instrument or agreement to which such Borrower the Borrower, the Parent or any of its the Borrower’s Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, 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 such Borrower the Borrower, Parent or any of its Subsidiaries a Subsidiary pursuant to the terms of any such material indenture, instrument or agreement, in each case, that would reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or other action in respect of any Governmental Authoritypublic body or authority, which has not been obtained by each applicable Borrower or any of its Subsidiariessubdivision thereof, is required to be obtained by such Borrower authorize, or any of its Subsidiaries is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such Borrower of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan DocumentsDocuments other than those already obtained, except the filing of the Mortgages, Assignments of Leases and Rents, UCC-1 financing statements and other recordable Security Documents with the applicable Governmental Authority recording offices and the filing after the date hereof of appropriate disclosures with respect to the extent Loan Documents with the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse EffectU.S. Securities and Exchange Commission.

No Conflict; Government Consent. Neither the execution and ------------------------------- delivery by any Borrower such Dutch Borrowing Subsidiary of the Loan DocumentsDocuments to which it is a party, nor the consummation by it of the transactions therein contemplatedcontemplated to be consummated by it, nor compliance by such Dutch Borrowing Subsidiary with the provisions thereof will violate (a) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower Dutch Borrowing Subsidiary or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, or such Dutch Borrowing Subsidiary's or any of its Subsidiaries' articles of association (b"statuten") such Borrower’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws or operating or other similar governing document, as the case may be or (c) the provisions of any material indenture, instrument or agreement to which such Borrower Dutch Borrowing Subsidiary or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, in the creation or imposition of any Lien in, of or on the Property of such Borrower Dutch Borrowing Subsidiary or any of its Subsidiaries pursuant to the terms of any such material indenture, instrument or agreementagreement in any such case which violation, in each caseconflict, that would default, creation or imposition could reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authority, which has not been obtained by each applicable Borrower or any of its Subsidiaries, governmental agency is required to be obtained by such Borrower authorize, or any of its Subsidiaries is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such Borrower of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan DocumentsDocuments other than the mandatory filings with the relevant Dutch Companies Register ("handels-Register") and the Dutch tax authorities, except to as the extent the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effectcase may be.

No Conflict; Government Consent. Neither the execution and delivery by any the Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (a) any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree or award binding on such (x) the Borrower or (y) any of its Subsidiaries that would Subsidiaries, if such violation could reasonably be expected to have a Material Adverse Effect, ; or (b) such the Borrower’s or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws bylaws, or operating or other similar governing documentmanagement agreement, as the case may be be; or (c) the provisions of any material indenture, instrument or agreement to which such the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such the Borrower or a Subsidiary pursuant to the terms of any such material indenture, instrument or agreement; or (d) the provisions of any material indenture, instrument or agreement to which any of its the Borrower’s Subsidiaries is a party or is subject, or by which any of them, or their Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower’s Subsidiaries pursuant to the terms of any such material indenture, instrument or agreement, that, in each case, that would could reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Governmental Authoritygovernmental or public body or authority, or any subdivision thereof, which has not been obtained by each applicable the Borrower or any of its Subsidiaries, is required to be obtained by such the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except to the extent the failure to obtain any such order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or registration, or exemption would not reasonably be expected to have a Material Adverse Effect.. 49 364-Day Revolving Credit Agreement