Common use of Authorization of Borrowing; No Conflict as to Law or Agreements Clause in Contracts

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by each Borrower of the Loan Documents (including, with respect to Pxxxx Brothers, Inc. only, the Warrant) and the borrowings from time to time hereunder have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the Borrower's stockholders; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof and any normal and customary subsequent disclosure filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, that do not affect the validity or enforceability of the Loan Documents; (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Borrower's articles of incorporation or bylaws; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower.

Authorization of Borrowing; No Conflict as to Law or Agreements. (a) The execution, delivery and performance by each the Borrower of the Loan Documents (includingDocuments, with respect to Pxxxx Brothers, Inc. only, the Warrant) and the borrowings from time to time hereunder hereunder, and the consummation of the transactions herein and therein contemplated, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the stockholders of the Borrower's stockholders; (ii) require , or any authorization, consent consent, approval, order, filing, registration or approval by, qualification by or registration, declaration or filing with, or notice to, with any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third partyother than those consents described in Schedule 4.2, except such authorization, consent, approval, registration, declaration, filing or notice as each of which has been obtainedobtained and is in full force and effect, accomplished or given prior to the date hereof and any normal and customary subsequent disclosure filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, that do not affect the validity or enforceability of the Loan Documents; (iiiii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve SystemSystem and Section 7 of the Exchange Act or any regulation promulgated thereunder) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Organizational Documents of the Borrower's articles of incorporation or bylaws; , (iviii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower or any Subsidiary is a party or by which it or its properties may be bound or affected; , or (viv) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest Lien or other charge or encumbrance of any nature (other than the Security InterestLiens created under this Agreement) upon or with respect to any of the properties now owned or hereafter acquired by the BorrowerBorrower or any Subsidiary, except in the case of clause (ii) or (iii) above any such breach, violation or default which would not, individually or in the aggregate, result in a Material Adverse Change. (b) The MPUC has issued its Authorizing Order authorizing the incurrence by the Borrower of the Advances under the Credit Agreement.

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by each the Borrower of the Loan Documents (including, with respect to Pxxxx Brothers, Inc. only, the Warrant) and the borrowings from time to time hereunder have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the Borrower's stockholders; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof (except for the Mortgage and any normal and customary subsequent disclosure filings required under fixture financing statements that will be filed by the Securities Exchange Act Lender after the execution of 1934, as amended, and the rules and regulations promulgated thereunder, that do not affect the validity or enforceability of the Loan Documentsthis Agreement); (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Borrower's articles of incorporation or bylaws; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected; provided, however, the Borrower makes no representations or warranties under this subsection (iv) about any license agreements the Borrower may have with any of its licensors listed in Section 8.1(r); or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Security InterestInterest and the Mortgage lien) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower.

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by each Borrower the Borrowers of the Loan Documents (including, with respect to Pxxxx Brothers, Inc. only, the Warrant) and the borrowings from time to time hereunder have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of any of the Borrower's stockholdersBorrowers' shareholders; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization required by the Bankruptcy Court and except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof and any normal and customary subsequent disclosure filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, that do not affect the validity or enforceability of the Loan Documentshereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to any of the Borrower Borrowers or of any of the Borrower's Borrowers' articles of incorporation or and bylaws; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which any of the Borrower is Borrowers are a party or by which it or its properties may be bound or affectedaffected (except breaches or defaults under the Existing Credit Facility); or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by any of the BorrowerBorrowers.

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by each the Borrower of the Loan Documents (including, with respect to Pxxxx Brothers, Inc. onlyDocuments, the Warrant) Warrants and the borrowings from time to time hereunder hereunder, and the issuance of Warrant Stock upon exercise of the Warrants, have been duly authorized by all necessary corporate action and do not and will not (ia) require any consent or approval of the stockholders of the Borrower's stockholders; , (iib) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof and any normal and customary subsequent disclosure filings required under the Securities Exchange Act of 1934hereof, as amended, and the rules and regulations promulgated thereunder, that do not affect the validity or enforceability of the Loan Documents; (iiic) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Articles of Incorporation or Bylaws of the Borrower's articles of incorporation or bylaws; , (ivd) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected; , or (ve) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Security InterestPermitted Liens) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower. The Borrower has not, directly or through an agent, offered the Warrants or the Warrant Stock, or any similar securities for sale to, or solicited any offers to acquire such securities from, persons other than the Lenders and other accredited investors. Under the circumstances contemplated by the Warrants and the Loan Documents, the offer, issuance and delivery of the Warrants and the offer of the Warrant Stock will not under current laws and regulations require compliance with the prospectus delivery or registration requirements of the Securities Act.

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by each the Borrower of the Loan Documents (including, with respect to Pxxxx Brothers, Inc. only, the Warrant) and the borrowings from time to time hereunder have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the Borrower's stockholders’s Owners; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third partyparty (other than consents required by the holders of Permitted Indebtedness for Lender to take a Lien in the Real Estate Collateral, which consents Borrower shall not be required to obtain until the date which is thirty (30) days past the Funding Date), except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof and any normal and customary subsequent disclosure filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, that do not affect the validity or enforceability of the Loan Documentshereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, including Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Borrower's articles of incorporation or bylaws’s Constituent Documents; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature Lien (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower.

Authorization of Borrowing; No Conflict as to Law or Agreements. (a) The execution, delivery and performance by each the Borrower of the Loan Documents (including, with respect to Pxxxx Brothers, Inc. onlyDocuments, the Warrant) First Mortgage Indenture and the Bonds, the borrowings from time to Table of Contents time hereunder hereunder, the issuance of the Bonds, and the consummation of the transactions herein and therein contemplated, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the stockholders of the Borrower's stockholders; (ii) require , or any authorization, consent consent, approval, order, filing, registration or approval by, qualification by or registration, declaration or filing with, or notice to, with any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third partyother than those consents described in Schedule 4.2, except such authorization, consent, approval, registration, declaration, filing or notice as each of which has been obtainedobtained and is in full force and effect, accomplished or given prior to the date hereof and any normal and customary subsequent disclosure filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, that do not affect the validity or enforceability of the Loan Documents; (iiiii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve SystemSystem and Section 7 of the Exchange Act or any regulation promulgated thereunder) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Organizational Documents of the Borrower's articles of incorporation or bylaws; , (iviii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower or any Subsidiary is a party or by which it or its properties may be bound or affected; , or (viv) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest Lien or other charge or encumbrance of any nature (other than the Security InterestLiens created under the Pledge Agreement and the Indenture) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any Subsidiary. (b) The MPUC has issued its Authorizing Order authorizing the issuance of the Bonds and the incurrence by the Borrower of short-term debt so long as the aggregate principal amount of short-term debt outstanding does not exceed 15% of Borrower’s total capitalization (including but not limited to common equity, TOPrS, long-term debt and short-term debt). All Obligations incurred hereunder will constitute short-term debt for purposes of such Authorizing Order. As of the date hereof, the aggregate principal amount of Borrower’s short-term debt outstanding (excluding indebtedness under the Prior Credit Agreement but including assumed Advances hereunder in an aggregate amount equal to the aggregate Commitment Amounts) does not exceed 15% of Borrower’s total capitalization.

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by each the Borrower and any Guarantor of the Loan Documents (including, with respect to Pxxxx Brothers, Inc. only, the Warrant) and the borrowings from time to time hereunder have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the Borrower's stockholders’s Owners or such Guarantor’s shareholders; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof and any normal and customary subsequent disclosure filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, that do not affect the validity or enforceability of the Loan Documentshereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, including Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or such Guarantor or of the Borrower's articles of incorporation ’s Constituent Documents or bylawssuch Guarantor’s Constituent Documents; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower or such Guarantor is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature Lien (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by the BorrowerBorrower or such Guarantor.” 7. Section 5.4 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

Authorization of Borrowing; No Conflict as to Law or Agreements. (a) The execution, delivery and performance by each the Borrower of the Loan Documents (includingDocuments, with respect to Pxxxx Brothers, Inc. only, the Warrant) and the borrowings from time to time hereunder and the consummation of the transactions herein and therein contemplated, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the stockholders of the Borrower's stockholders; (ii) require , or any authorization, consent consent, approval, order, filing, registration or approval by, qualification by or registration, declaration or filing with, or notice to, with any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third partyother than those consents described in Schedule 4.2, except such authorization, consent, approval, registration, declaration, filing or notice as each of which has been obtained, accomplished or given prior to the date hereof obtained and any normal is in full force and customary subsequent disclosure filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, that do not affect the validity or enforceability of the Loan Documents; effect, (iiiii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve SystemSystem and Section 7 of the Exchange Act or any regulation promulgated thereunder) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Organizational Documents of the Borrower's articles of incorporation or bylaws; , (iviii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower or any Subsidiary is a party or by which it or its properties may be bound or affected; , or (viv) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest Lien or other charge or encumbrance of any nature (other than the Security InterestLiens created under this Agreement) upon or with respect to any of the properties now owned or hereafter acquired by the BorrowerBorrower or any Subsidiary, except in the case of clause (ii) or (iii) above any such breach, violation or default which would not, individually or in the aggregate, result in a Material Adverse Change. (b) The Public Utilities Commission of the State of Colorado has issued its Authorizing Orders authorizing the incurrence by the Borrower of the Borrowings under this Agreement.

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by each the Borrower of the Loan Documents (including, with respect to Pxxxx Brothers, Inc. only, the Warrant) and the borrowings from time to time hereunder have been duly authorized by all necessary corporate action and do not and will not (( i) require any consent or approval of the Borrower's stockholders; (( ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof and any normal and customary subsequent disclosure filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, that do not affect the validity or enforceability of the Loan Documentshereof; (( iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Borrower's articles of incorporation or bylaws; (( iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affectedaffected provided, however, that the Borrower is or will be in default under its security agreement with START Physical Therapy as a result of the Security Interest and Obligations hereunder; or (( v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower.

Authorization of Borrowing; No Conflict as to Law or Agreements. (a) The execution, delivery and performance by each the Borrower of the Loan Documents (includingDocuments, with respect to Pxxxx Brothers, Inc. only, the Warrant) and the borrowings from time to time hereunder and the consummation of the transactions herein and therein contemplated, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the stockholders of the Borrower's stockholders; (ii) require , or any authorization, consent consent, approval, order, filing, registration or approval by, qualification by or registration, declaration or filing with, or notice to, with any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third partyother than those consents described in Schedule 4.2, except such authorization, consent, approval, registration, declaration, filing or notice as each of which has been obtainedobtained and is in full force and effect, accomplished or given prior to the date hereof and any normal and customary subsequent disclosure filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, that do not affect the validity or enforceability of the Loan Documents; (iiiii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve SystemSystem and Section 7 of the Exchange Act or any regulation promulgated thereunder) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Organizational Documents of the Borrower's articles of incorporation or bylaws; , (iviii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower or any Subsidiary is a party or by which it or its properties may be bound or affected; , or (viv) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest Lien or other charge or encumbrance of any nature (other than the Security InterestLiens created under this Agreement, the First Collateral Trust Securities Indenture and the First Mortgage Bond Indenture) upon or with respect to any of the properties now owned or hereafter acquired by the BorrowerBorrower or any Subsidiary. (b) The PUC has issued its Authorizing Orders authorizing the issuance of the Pledged Securities, the Related First Mortgage Bonds and the incurrence by the Borrower of the Obligations under this Agreement.

Authorization of Borrowing; No Conflict as to Law or Agreements. (a) The execution, delivery and performance by each the Borrower of the Loan Documents (including, with respect to Pxxxx Brothers, Inc. onlyDocuments, the Warrant) Indentures and the Pledged Securities, the borrowings from time to time hereunder hereunder, the issuance of the Pledged Securities, the issuance of the Related First Mortgage Bonds and the consummation of the transactions herein and therein contemplated, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the stockholders of the Borrower's stockholders; (ii) require , or any authorization, consent consent, approval, order, filing, registration or approval by, qualification by or registration, declaration or filing with, or notice to, with any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third partyother than those consents described in Schedule 4.2, except such authorization, consent, approval, registration, declaration, filing or notice as each of which has been obtainedobtained and is in full force and effect, accomplished or given prior to the date hereof and any normal and customary subsequent disclosure filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, that do not affect the validity or enforceability of the Loan Documents; (iiiii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve SystemSystem and Section 7 of the Exchange Act or any regulation promulgated thereunder) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Organizational Documents of the Borrower's articles of incorporation or bylaws; , (iviii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower or any Subsidiary is a party or by which it or its properties may be bound or affected; , or (viv) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest Lien or other charge or encumbrance of any nature (other than the Security InterestLiens created under this Agreement, the First Collateral Trust Securities Indenture and the First Mortgage Bond Indenture) upon or with respect to any of the properties now owned or hereafter acquired by the BorrowerBorrower or any Subsidiary. (b) The Public Utilities Commission of the State of Colorado has issued its Authorizing Orders authorizing the issuance of the Pledged Securities, the Related First Mortgage Bonds and the incurrence by the Borrower of the Obligations under this Agreement.

Authorization of Borrowing; No Conflict as to Law or Agreements. (a) The execution, delivery and performance by each the Borrower of the Loan Documents (including, with respect to Pxxxx Brothers, Inc. onlyDocuments, the Warrant) Indenture and the Bonds, the borrowings from time to time hereunder hereunder, the issuance of the Bonds, and the consummation of the transactions herein and therein contemplated, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the shareholders of the Borrower's stockholders; (ii) require , or any authorization, consent consent, approval, order, filing, registration or approval by, qualification by or registration, declaration or filing with, or notice to, with any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third partyother than those consents described in Schedule 4.2, except such authorization, consent, approval, registration, declaration, filing or notice as each of which has been obtainedobtained and is in full force and effect, accomplished and such consents, approvals, authorizations, registrations or given prior qualifications as may be required and have been made or obtained under state securities or Blue Sky laws in connection with the offer and sale of the Bonds to the date hereof and any normal and customary subsequent disclosure filings required under the Securities Exchange Act of 1934Agent, as amended, and the rules and regulations promulgated thereunder, that do not affect the validity or enforceability of the Loan Documents; (iiiii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve SystemSystem and Section 7 of the Exchange Act or any regulation promulgated thereunder) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Articles of Incorporation or Bylaws of the Borrower's articles of incorporation or bylaws; , (iviii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower or any Material Subsidiary is a party or by which it or its properties may be bound or affected; , or (viv) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest Lien or other charge or encumbrance of any nature (other than the Security InterestLien created under the Pledge Agreement and the Lien of the Bonds under the Indenture) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any Material Subsidiary. (b) The MPUC has issued its Authorizing Order authorizing the issuance of securities of the Borrower and the incurrence by the Borrower of debt so long as (1) the Borrower's total capitalization does not exceed $3,560,000,000 (or any higher amount so long as total capitalization does not exceed $3,560,000,000 for more than 60 days without prior MPUC approval) and (2) the Borrower's equity ratio falls in the range between 46.78 and 63.29 percent (or any higher or lower percentages so long as the equity ratio does not deviate from this range for more than 60 days without prior MPUC approval). All Obligations incurred hereunder will constitute debt for purposes of such Authorizing Order. As of the date hereof, the Borrower's total capitalization (including Advances hereunder in an aggregate amount equal to the aggregate Commitment Amounts) does not exceed $3,560,000,000 and Borrower's equity ratio is within the range of 46.78 to 63.29 percent.

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by each the Borrower and, where appropriate, Atrix and SCI, of the Loan Documents (including, with respect to Pxxxx Brothers, Inc. onlyDocuments, the Warrant) Atrix Merger Documents and the SCI Merger Documents and the borrowings from time to time hereunder have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the Borrower's, Atrix's stockholdersor SCI's stockholders (except that a majority of the shareholders of the Borrower, Atrix and SCI shall have approved the Atrix Merger and the SCI Merger, as appropriate); (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof and any normal and customary subsequent disclosure filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, that do not affect the validity or enforceability of the Loan Documentshereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower Borrower, Atrix or SCI or of the Borrower's or Atrix's articles of incorporation or bylawsbylaws or SCI's Articles of Organization or Operating Agreement; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower Borrower, Atrix or SCI is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower.