Common use of No Conflict; Government Consent Clause in Contracts

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

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

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

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

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

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

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

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

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

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party such Borrower of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof thereof, will violate (ai) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the such Borrower or any of its Subsidiaries or any Property of (ii) such Person or (b) the Borrower’s 's or any Material Domestic of its Subsidiary’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by lawsbylaws, or operating or other management agreement, or substantially equivalent governing document, as the case may be, or (ciii) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, instrument or agreement or other obligation (each a “Contract”) to which the such Borrower or any Subsidiary of its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof with or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the any Property of the such Borrower or any of its Significant Subsidiaries pursuant to the terms of any such note, bond, mortgage, deed of trust, license, lease indenture, instrument, agreement instrument or other obligation, except with respect to clause agreement. Except for an appropriate order or orders of (a) or in the case of PHI, PEPCO and DPL, of the SEC under PUHCA, (b) in the case of DPL, of the Virginia State Corporation Commission and (c) in the case of ACE, the New Jersey Board of Public Utilities, each of which has been issued and is in full force and effect (and copies of which have been delivered to the Agent), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expect to result in a Material Adverse Effect. No no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityauthority (including the Federal Energy Regulatory Commission), or any subdivision thereof, which has not been obtained by the Borrower or any of its Material Domestic Subsidiaries, is required to be obtained by the such Borrower or any of its Material Domestic Subsidiaries in connection with the execution and delivery by such Borrower of the Loan DocumentsDocuments to which it is a party, the borrowings and obtaining of Letters of Credit by such Borrower under this Agreement, the payment and performance by the such Borrower of the its Obligations or the legality, validity, binding effect or enforceability against such Borrower of any Loan Document to which such Borrower is a party; provided that each Borrower must obtain the applicable approvals described in Schedule 7 prior to obtaining Credit Extensions after any applicable date specified in Schedule 7 with respect to such Borrower; it being understood that the Borrowers may from time to time deliver to the Agent an amended Schedule 7 so long as no approval listed thereon was required to have been obtained on or prior to the date of the Loan Documentsdelivery of such amended Schedule 7.

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party such Borrower of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof thereof, will violate (ai) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the such Borrower or any of its Subsidiaries or any Property of (ii) such Person or (b) the Borrower’s 's or any Material Domestic of its Subsidiary’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by lawsbylaws, or operating or other management agreement, or substantially equivalent governing document, as the case may be, or (ciii) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, instrument or agreement or other obligation (each a “Contract”) to which the such Borrower or any Subsidiary of its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof with or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the any Property of the such Borrower or any of its Significant Subsidiaries pursuant to the terms of any such note, bond, mortgage, deed of trust, license, lease indenture, instrument, agreement instrument or other obligation, except with respect to clause agreement. Except for an appropriate order or orders of (a) or in the case of PHI, PEPCO and DPL, of the SEC under PUHCA, (b) in the case of DPL, of the Virginia State Corporation Commission and (c) in the case of ACE, the New Jersey Board of Public Utilities, each of which has been issued and is in full force and effect (and copies of which have been delivered to the Agent), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expect to result in a Material Adverse Effect. No no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityauthority (including the Federal Energy Regulatory Commission), or any subdivision thereof, which has not been obtained by the Borrower or any of its Material Domestic Subsidiaries, is required to be obtained by the such Borrower or any of its Material Domestic Subsidiaries in connection with the execution and delivery by such Borrower of the Loan Documents, the borrowings under this AgreementDocuments to which it is a party, the payment and performance by the such Borrower of the its Obligations or the legality, validity, binding effect or enforceability against such Borrower of any of Loan Document to which such Borrower is a party or the Loan Documentsborrowings by such Borrower under this Agreement; provided that each Borrower must obtain the applicable approvals described in Section 4.3 prior to obtaining Advances after the applicable date specified in such Section 4.3 with respect to such Borrower.

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party such Borrower of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof thereof, will violate (ai) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the such Borrower or any of its Subsidiaries or any Property of (ii) such Person or (b) the Borrower’s 's or any Material Domestic of its Subsidiary’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by lawsbylaws, or operating or other management agreement, or substantially equivalent governing document, as the case may be, or (ciii) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, instrument or agreement or other obligation (each a “Contract”) to which the such Borrower or any Subsidiary of its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof with or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the any Property of the such Borrower or any of its Significant Subsidiaries pursuant to the terms of any such note, bond, mortgage, deed of trust, license, lease indenture, instrumentinstrument or agreement. Except for an appropriate order or orders of the SEC under PUHCA, agreement or other obligation, except with respect each of which has been issued and is in full force and effect (and copies of which have been delivered to clause (a) or (cthe Agent), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expect to result in a Material Adverse Effect. No no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityauthority (including the Federal Energy Regulatory Commission), or any subdivision thereof, which has not been obtained by the Borrower or any of its Material Domestic Subsidiaries, is required to be obtained by the such Borrower or any of its Material Domestic Subsidiaries in connection with the execution and delivery by such Borrower of the Loan DocumentsDocuments to which it is a party, the borrowings and obtaining of Letters of Credit by such Borrower under this Agreement, the payment and performance by the such Borrower of the its Obligations or the legality, validity, binding effect or enforceability against such Borrower of any Loan Document to which such Borrower is a party; provided that (x) DPL must obtain approval of the Loan DocumentsVirginia State Corporation Commission prior to incurring Outstanding Credit Extensions in excess of $275,000,000, and (y) ACE must obtain approval of the New Jersey Board of Public Utilities prior to incurring Outstanding Credit Extensions in excess of $250,000,000.

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

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party the Company and the Borrowing Subsidiaries of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate any law (a) including, without limitation, any applicable lawlaw of the United States of America, Australia, England, the United Kingdom, Canada, Germany or the European Community), rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any of its the Borrowing Subsidiaries or any Property of such Person or (b) the Borrower’s Company's or any Material Domestic Borrowing Subsidiary’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by by-laws, or operating or other management agreement, or substantially equivalent governing document, as the case may be, or (c) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, instrument or agreement or other obligation (each a “Contract”) to which the Borrower Company or any Subsidiary of the Borrowing Subsidiaries is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with, result in a breach of any provision thereof with or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, require the creation or imposition of any Lien in, of or on the Property property of the Borrower Company or any of its Subsidiaries a Borrowing Subsidiary pursuant to the terms of any such note, bond, mortgage, deed of trust, license, lease indenture, instrumentinstrument or agreement, agreement or other obligation, except with respect to clause (a) or (c), to the extent, individually or in the aggregate, that any such case which violation, conflict, breachdefault, default or creation or imposition of any lien could not reasonably be expect expected to result in have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, thereof which has not been obtained by the Borrower or any of its Material Domestic Subsidiariesobtained, is required to be obtained by the Borrower authorize, or any of its Material Domestic Subsidiaries is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Documents.

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

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

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party such Borrower of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (a) any applicable law, rule, regulationregulation (including Regulations T, rulingU and X), order, writ, judgment, injunction, decree or award binding on the such Borrower or any of its Subsidiaries or any Property of such Person or (b) the such Borrower’s 's or any Material Domestic Subsidiary’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by by-laws, or operating or other management agreement, or substantially equivalent governing document, as the case may be, or (c) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, instrument or agreement or other obligation (each a “Contract”) to which the such Borrower or any Subsidiary of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof with or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the Property of the such Borrower or any a Subsidiary of its Subsidiaries such Borrower pursuant to the terms of any such note, bond, mortgage, deed of trust, license, lease indenture, instrument, agreement instrument or other obligation, except with respect to clause (a) or (c), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expect to result in a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityGovernmental Authority, or any subdivision thereof, or any other Person (including without limitation the shareholders or policyholders, as applicable, of any Person) which has not been obtained by the such Borrower or any of its Material Domestic Subsidiaries, is required to be obtained by the such Borrower or any of its Material Domestic Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the such Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

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

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

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party the Borrower or its Subsidiaries, as applicable, of the Loan Documents to which it such Person is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (ai) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or any Property of such Person or (bii) the Borrower’s 's or any Material Domestic Subsidiary’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by by-laws, or operating agreement or other management agreement, or substantially equivalent governing document, as the case may be, or (ciii) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, material instrument or material agreement or other obligation (each a “Contract”) to which the Borrower or any Subsidiary of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien (other than Liens securing the Secured Obligations) in, of or on the Property of the Borrower or any of its Subsidiaries a Subsidiary pursuant to the terms of of, any such note, bond, mortgage, deed of trust, license, lease indenture, instrumentinstrument or agreement. Except for the filing of the relevant Collateral Documents with the applicable Governmental Authorities and except as disclosed in Section 4.9 of the Pledge and Security Agreement, agreement or other obligation, except with respect to clause (a) or (c), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expect to result in a Material Adverse Effect. No no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Material Domestic Subsidiaries, is required to be obtained by the Borrower or any of its Material Domestic Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

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

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

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

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

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party such Borrower of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof thereof, will violate (ai) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the such Borrower or any of its Subsidiaries or any Property of (ii) such Person or (b) the Borrower’s 's or any Material Domestic of its Subsidiary’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by lawsbylaws, or operating or other management agreement, or substantially equivalent governing document, as the case may be, or (ciii) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, instrument or agreement or other obligation (each a “Contract”) to which the such Borrower or any Subsidiary of its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof with or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the any Property of the such Borrower or any of its Significant Subsidiaries pursuant to the terms of any such note, bond, mortgage, deed of trust, license, lease indenture, instrument, agreement instrument or other obligation, except with respect to clause agreement. Except for an appropriate order or orders of (a) or in the case of PHI, PEPCO and DPL, of the SEC under PUHCA, (b) in the case of DPL, of the Virginia State Corporation Commission and (c) in the case of ACE, the New Jersey Board of Public Utilities, each of which has been issued and is in full force and effect (and copies of which have been delivered to the Agent), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expect to result in a Material Adverse Effect. No no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityauthority (including the Federal Energy Regulatory Commission), or any subdivision thereof, which has not been obtained by the Borrower or any of its Material Domestic Subsidiaries, is required to be obtained by the such Borrower or any of its Material Domestic Subsidiaries in connection with the execution and delivery by such Borrower of the Loan DocumentsDocuments to which it is a party, the borrowings and obtaining of Letters of Credit by such Borrower under this Agreement, the payment and performance by the such Borrower of the its Obligations or the legality, validity, binding effect or enforceability against such Borrower of any of Loan Document to which such Borrower is a party; provided that each Borrower must obtain the Loan Documents.applicable approvals described in Section 4.3 prior to obtaining Credit Extensions after the applicable date specified in such Section 4.3 with respect to such Borrower. 5.4

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

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party the Borrower of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate violate, except to the extent that such violation, alone or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (ai) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or any Property of such Person or (bii) the Borrower’s 's or any Material Domestic Subsidiary’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by lawsbylaws, or operating or other management agreement, or substantially equivalent governing document, as the case may be, or (ciii) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, instrument or agreement or other obligation (each a “Contract”) to which the Borrower or any Subsidiary of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof with or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any of its Subsidiaries a Subsidiary pursuant to the terms of any such note, bond, mortgage, deed of trust, license, lease indenture, instrument, agreement instrument or other obligation, except with respect to clause (a) or (c), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expect to result in a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Material Domestic Subsidiaries, is required to be obtained by the Borrower or any of its Material Domestic Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents. 5.4.

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

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

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party the Borrower of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate violate, except to the extent that such violation, alone or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (ai) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or any Property of such Person or (bii) the Borrower’s or any Material Domestic Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by lawsbylaws, or operating or other management agreement, or substantially equivalent governing document, as the case may be, or (ciii) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, instrument or agreement or other obligation (each a “Contract”) to which the Borrower or any Subsidiary of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof with or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any of its Subsidiaries a Subsidiary pursuant to the terms of any such note, bond, mortgage, deed of trust, license, lease indenture, instrument, agreement instrument or other obligation, except with respect to clause (a) or (c), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expect to result in a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, 51 authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Material Domestic Subsidiaries, is required to be obtained by the Borrower or any of its Material Domestic Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

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

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

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

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

No Conflict; Government Consent. Neither the execution and ------------------------------- delivery by any Loan Party of Borrower of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, Closing Transactions nor compliance with the provisions thereof will of the Loan Documents will, or at the relevant time did, violate (a) any applicable law, rule, regulationregulation (including Regulations T, rulingU and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or any Property of such Person or Subsidiaries, (b) the Borrower’s 's or any Material Domestic Subsidiary’s of its Subsidiaries' articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by by-laws, or operating or other management agreement, or substantially equivalent governing document, as the case may be, or (c) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, instrument or agreement or other obligation (each a “Contract”) to which the Borrower or any Subsidiary of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof with or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any of its Subsidiaries Subsidiary pursuant to the terms of any such note, bond, mortgage, deed of trust, license, lease indenture, instrument, agreement instrument or other obligationagreement, except with respect to clause (a) or (c), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition for any violation of any lien such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expect expected to result in have a Material Adverse Effect. No Except as set forth in Schedule 5.3 hereto, no order, consent, adjudication, approval, license, ------------ authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityGovernmental Authority, or any subdivision thereof, which has not been obtained by the Borrower or any other Person (including without limitation the stockholders of its Material Domestic Subsidiaries, any Person) is required to be obtained by the Borrower or any of its Material Domestic Subsidiaries Subsidiary in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan DocumentsDocuments or the consummation of any of the Closing Transactions.

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

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

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

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party of Borrower or Holdings of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, Closing Transactions nor compliance with the provisions thereof will of the Loan Documents will, or at the relevant time did, violate (a) any applicable law, rule, regulationregulation (including Regulations T, rulingU and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or any Property of such Person or Subsidiaries, (b) the Borrower’s 's or any Material Domestic Subsidiary’s of its Subsidiaries' articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by by-laws, or operating or other management agreement, or substantially equivalent governing document, as the case may be, or (c) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, instrument or agreement or other obligation (each a “Contract”) to which the Borrower or any Subsidiary of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof with or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any of its Subsidiaries Subsidiary pursuant to the terms of any such note, bond, mortgage, deed of trust, license, lease indenture, instrument, agreement instrument or other obligationagreement, except with respect to clause (a) or (c), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition for any violation of any lien such law, rule, regulation, order, writ, judgment, injunction, decree, award, indenture, instrument or agreement that could not reasonably be expect expected to result in have a Material Adverse Effect. No Except as set forth in SCHEDULE 5.3 hereto, no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityGovernmental Authority, or any subdivision thereof, which has not been obtained by the Borrower or any other Person (including without limitation the stockholders of its Material Domestic Subsidiaries, any Person) is required to be obtained by the Borrower or any of its Material Domestic Subsidiaries Subsidiary in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations Obligations, the execution and delivery of the Guaranty Agreement and the Pledge Agreements or the legality, validity, binding effect or enforceability of any of the Loan DocumentsDocuments or the consummation of any of the Closing Transactions.

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

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

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party such Borrower of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof thereof, will violate (ai) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the such Borrower or any of its Subsidiaries or any Property of (ii) such Person or (b) the Borrower’s 's or any Material Domestic of its Subsidiary’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by lawsbylaws, or operating or other management agreement, or substantially equivalent governing document, as the case may be, or (ciii) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, instrument or agreement or other obligation (each a “Contract”) to which the such Borrower or any Subsidiary of its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof with or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the any Property of the such Borrower or any of its Significant Subsidiaries pursuant to the terms of any such note, bond, mortgage, deed of trust, license, lease indenture, instrumentinstrument or agreement. Except for an appropriate order or orders of the SEC under PUHCA, agreement or other obligation, except with respect each of which has been issued and is in full force and effect (and copies of which have been delivered to clause (a) or (cthe Agent), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expect to result in a Material Adverse Effect. No no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityauthority (including the Federal Energy Regulatory Commission), or any subdivision thereof, which has not been obtained by the Borrower or any of its Material Domestic Subsidiaries, is required to be obtained by the such Borrower or any of its Material Domestic Subsidiaries in connection with the execution and delivery by such Borrower of the Loan DocumentsDocuments to which it is a party, the borrowings and obtaining of Letters of Credit by such Borrower under this Agreement, the payment and performance by the such Borrower of the its Obligations or the legality, validity, binding effect or enforceability against such Borrower of any Loan Document to which such Borrower is a party; provided that (x) DPL must obtain approval of the Loan Documents.Virginia State Corporation Commission prior to incurring Outstanding Credit Extensions in excess of $275,000,000, and (y) ACE must obtain approval of the New Jersey Board of Public Utilities prior to incurring Outstanding Credit Extensions in excess of $250,000,000. 5.4

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party Borrower of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof thereof, will violate (ai) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or any Property of such Person or (bii) the Borrower’s 's or any Material Domestic of its Subsidiary’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by lawsbylaws, or operating or other management agreement, or substantially equivalent governing document, as the case may be, or (ciii) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, instrument or agreement or other obligation (each a “Contract”) to which the Borrower or any Subsidiary of its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof with or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the any Property of the Borrower or any of its Significant Subsidiaries pursuant to the terms of any such note, bond, mortgage, deed of trust, license, lease indenture, instrumentinstrument or agreement. Except for an appropriate order of each of the District of Columbia Public Service Commission and the SEC under PUHCA, agreement or other obligation, except with respect each of which has been issued and is in full force and effect (and copies of which have been delivered to clause (a) or (cthe Lender), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expect to result in a Material Adverse Effect. No no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authorityauthority (including the Federal Energy Regulatory Commission), or any subdivision thereof, which has not been obtained by the Borrower or any of its Material Domestic Subsidiaries, is required to be obtained by the Borrower or any of its Material Domestic Subsidiaries in connection with the execution and delivery by Borrower of the Loan Documents, the borrowings under this AgreementDocuments to which it is a party, the payment and performance by the Borrower of the its Obligations or the legality, validity, binding effect or enforceability against Borrower of any of Loan Document to which Borrower is a party or the Loan Documentsborrowings by Borrower under this Agreement.

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

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party the Borrower or its Subsidiaries, as applicable, of the Loan Documents to which it such Person is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (ai) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or any Property of such Person or (bii) the Borrower’s or any Material Domestic Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by by-laws, or operating agreement or other management agreement, or substantially equivalent governing document, as the case may be, or (ciii) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, material instrument or material agreement or other obligation (each a “Contract”) to which the Borrower or any Subsidiary of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien (other than Liens securing the Secured Obligations) in, of or on the Property of the Borrower or any of its Subsidiaries a Subsidiary pursuant to the terms of of, any such note, bond, mortgage, deed of trust, license, lease indenture, instrumentinstrument or agreement. Except for the filing of the relevant Collateral Documents with the applicable Governmental Authorities and except as disclosed in Section 4.9 of the Pledge and Security Agreement, agreement or other obligation, except with respect to clause (a) or (c), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expect to result in a Material Adverse Effect. No no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Material Domestic Subsidiaries, is required to be obtained by the Borrower or any of its Material Domestic Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

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

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party the Company or the other Obligors, as applicable, of the Loan Finance Documents to which it such Person is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (ai) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any of its Subsidiaries or any Property of such Person the other Obligors, or (bii) the BorrowerCompany’s or any Material Domestic Subsidiaryother Obligor’s articles or certificate of incorporationincorporation (or similar charter document), partnership agreement, certificate of partnership, articles or certificate of organization, by lawsbylaws, or operating agreement or other management agreement, or substantially equivalent governing document, as the case may be, or (ciii) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, instrument or agreement or other obligation (each a “Contract”) to which the Borrower Company or any Subsidiary of the other Obligors is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Company or any of its Subsidiaries other Obligor pursuant to the terms of of, any such note, bond, mortgage, deed of trust, license, lease indenture, instrument, agreement instrument or other obligation, except with respect to clause (a) or (c), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expect to result in a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Company or any of its Material Domestic Subsidiariesthe other Obligors, is required to be obtained by the Borrower Company or any of its Material Domestic Subsidiaries the other Obligors in connection with the execution and delivery of the Loan DocumentsFinance Documents by the Company or any of the other Obligors, the borrowings under this Agreement, the payment and performance by the Borrower Company of the Obligations obligations evidenced by the Notes or under the other Finance Documents or the legality, validity, binding effect or enforceability of any of the Loan Finance Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Borrower and any Loan Party Restricted Subsidiary of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (ai) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its the Restricted Subsidiaries or any Property of such Person or (bii) the Borrower’s 's or any Material Domestic Restricted Subsidiary’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by by-laws, or operating or other management agreement, or substantially equivalent governing document, as the case may be, or (ciii) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, instrument or agreement or other obligation (each a “Contract”) to which the Borrower or any Subsidiary of its Restricted Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof with or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any of its Subsidiaries Restricted Subsidiary pursuant to the terms of any such note, bond, mortgage, deed of trust, license, lease indenture, instrument, agreement instrument or other obligation, except with respect to clause (a) or (c), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expect to result in a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Material Domestic Restricted Subsidiaries, is required to be obtained by the Borrower or any of its Material Domestic Restricted Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower or any Restricted Subsidiary of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents. 5.4.

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

No Conflict; Government Consent. Neither the execution and delivery by the Company or any Loan Party Subsidiary of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (ai) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any of its Subsidiaries or any Property of such Person Subsidiary or (bii) the BorrowerCompany’s or any Material Domestic Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by by-laws, or operating or other management agreement, or substantially equivalent governing document, as the case may be, or (ciii) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, Material Indebtedness Agreement or any other agreement or other obligation (each a “Contract”) where aggregate amounts payable thereunder exceed $1,000,000 to which the Borrower Company or any Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof with or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Company or any of its Subsidiaries Subsidiary pursuant to the terms of any such note, bond, mortgage, deed of trust, license, lease indenture, instrumentinstrument or agreement, agreement or other obligation, except with respect than the Liens in favor of the Administrative Agent and the Lenders pursuant to clause (a) or (c), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expect to result in a Material Adverse Effectthis Agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Company or any Subsidiary (except for the filing of its Material Domestic Subsidiariesfinancing statements under the UCC and filings in connection with the IP Security Documents), is required to be obtained by the Borrower Company or any of its Material Domestic Subsidiaries Subsidiary in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower Company of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party Aerial of the Loan Documents to which it is a partyDocuments, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (a) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on Aerial or Aerial's certificate of incorporation or by-laws or the Borrower provisions of any indenture, instrument or agreement to which Aerial or any of its Subsidiaries or any Property of such Person or (b) the Borrower’s or any Material Domestic Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by laws, or operating or other management agreement, or substantially equivalent governing document, as the case may be, or (c) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, agreement or other obligation (each a “Contract”) to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its Property, or any of its Subsidiaries or any of their respective Properties, is bound, or conflict with, result in a breach of any provision thereof with or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any of its Subsidiaries Aerial pursuant to the terms of any such noteindenture, bondinstrument or agreement. Neither Aerial nor any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, including, without limitation, the Communications Act, or the terms of any Franchise or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, license, lease indenture, instrument, agreement or other obligation, except with respect to clause (a) instrument which violation or (c), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any lien breach could not reasonably be expect expected to result in have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereofthereof (including, which has not been obtained by without limitation, the Borrower FCC, any other PCS Authority, or any other Federal agency or any state, county or municipal agency, authority, commission or council, and, if applicable, telephone companies and other entities exercising jurisdiction over the provision of its Material Domestic SubsidiariesPCS services) or any other third party, is required to be obtained by the Borrower authorize, or any of its Material Domestic Subsidiaries is required in connection with the execution and execution, delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations of, or the legality, validity, binding effect or enforceability of of, any of the Loan Documents.

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

No Conflict; Government Consent. Neither the execution and delivery by any Loan Party the Borrower or its Restricted Subsidiaries, as applicable, of the Loan Documents to which it such Person is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (ai) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Restricted Subsidiaries or any Property of such Person or (bii) the Borrower’s 's or any Material Domestic Restricted Subsidiary’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by by-laws, or operating agreement or other management agreement, or substantially equivalent governing document, as the case may be, or (ciii) the provisions of any note, bond, mortgage, deed of trust, license, lease material indenture, instrument, instrument or agreement or other obligation (each a “Contract”) to which the Borrower or any Subsidiary of its Restricted Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or any of its Subsidiaries a Restricted Subsidiary pursuant to the terms of of, any such note, bond, mortgage, deed of trust, license, lease indenture, instrumentinstrument or agreement, agreement or other obligationexcept, except with respect to in the case of clause (a) or (ci), to the extent, individually or in the aggregate, that for any such violation, conflict, breach, default or creation or imposition of any lien violation which could not reasonably be expect expected to result in have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Material Domestic LEGAL02/36800330v21 Restricted Subsidiaries, is required to be obtained by the Borrower or any of its Material Domestic Restricted Subsidiaries in connection with the execution and delivery of the Loan DocumentsDocuments by the Borrower and the other Loan Parties, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Company or any Loan Party of its Subsidiaries of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplatedTransaction Documents, nor compliance with the provisions thereof will violate (ai) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on the Borrower Company or any of its Subsidiaries or any Property of such Person or (bii) the BorrowerCompany’s or any Material Domestic Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by by-laws, or operating agreement or other management agreement, or substantially equivalent governing document, as the case may be, or (ciii) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, instrument or agreement or other obligation (each a “Contract”) to which the Borrower Company or any Subsidiary of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof or constitute a default thereunder (or result in an event which, with notice or lapse of time or both, would constitute a default thereunder)under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower Company or any of its Subsidiaries a Subsidiary pursuant to the terms of of, any such note, bond, mortgage, deed of trust, license, lease indenture, instrument, agreement instrument or other obligation, except with respect to clause (a) or (c), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expect to result in a Material Adverse Effectagreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower Company or any of its Material Domestic Subsidiaries, is required to be obtained by the Borrower Company or any of its Material Domestic Subsidiaries in connection with the execution and delivery of the Loan Transaction Documents, the borrowings under this Agreement, the payment and performance by the any Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Transaction Documents.. 39 SIDLEY XXXXXX XXXXX & XXXX

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

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