Common use of No Conflict; Government Consent Clause in Contracts

No Conflict; Government Consent. Neither the execution and delivery by any Credit Party of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (a) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party or (b) such Credit Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (c) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit Party is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Party pursuant to the terms of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by any Credit Party, is required to be obtained by such Credit Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Credit Party such Borrower of the Loan Documents to which it is a partyDocuments, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party Borrower or any of its Subsidiaries or (bii) such Credit PartyBorrower’s or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any indenture, any material instrument or any material agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit Party Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Party Borrower or a Subsidiary pursuant to the terms of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by such Borrower or any Credit Partyof its Subsidiaries, is required to be obtained by such Credit Party Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings and issuances of Letters of Credit under this Agreement, the payment and performance by the Credit Parties 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 authentication and delivery by any Credit Party of the Loan Documents to by any of the Credit Parties which it is a partyparty to those documents, nor the consummation by such Credit Party of the transactions therein contemplatedcontemplated by the Loan Documents, nor compliance by such Credit Party with the provisions thereof of the Loan Documents will violate in any material respect (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such the Credit Party or Parties, (bii) such any of the Credit Party’s Parties’ articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such any of the Credit Party Parties is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underdefault, or result in, or require, the creation or imposition of any Lien in, of of, or on the Property of such the Credit Party pursuant to Parties under the terms of, of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by any the applicable Credit PartyParties, and the failure of which to obtain could reasonably be expected to have a Material Adverse Effect is required to be obtained by such the Credit Party Parties in connection with the execution authentication and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties 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 Credit Party of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party or (bii) such Credit Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit Party is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Party pursuant to the terms of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by any Credit Party, is required to be obtained by such Credit Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Company or any Credit Party of its Subsidiaries of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplatedDocuments, nor compliance by such Credit Party with the provisions thereof will violate (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party the Company or any of its Subsidiaries or (bii) such Credit Partythe Company’s or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit Party the Company or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Party the Company or a Subsidiary pursuant to the terms of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Company or any Credit Partyof its Subsidiaries, is required to be obtained by such Credit Party the Company or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties 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 Credit Party of the Borrower or the Subsidiaries of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (ai) any applicable material law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party or Person, (bii) such Credit PartyPerson’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsbylaws, limited liability company agreement, or operating agreement or other management agreement, as the case may be, be or (ciii) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit Party Person is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder (other than to the extent that such conflict or default could not reasonably be expected to have a Material Adverse Effect), or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Party Person pursuant to the terms of, of any such indenture, instrument or agreement. 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 any Credit Party, is required to be obtained by such Credit Party the Borrower or any of the Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties Borrower or the Subsidiaries of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan 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 Credit Party of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (a) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party or (b) such Credit Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (c) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Existing Loan Agreement, the Note Purchase Agreements and the Senior Notes) to which such Credit Party is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Party pursuant to the terms of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by any Credit Party, is required to be obtained by such Credit Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by the Company or any Credit Party of its Subsidiaries of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplatedDocuments, nor compliance by such Credit Party with the provisions thereof will violate (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party the Company or any of its Subsidiaries or (bii) such Credit Partythe Company’s or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit Party the Company or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Party the Company or a Subsidiary pursuant to the terms of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Company or any Credit Partyof its Subsidiaries, is required to be obtained by such Credit Party the Company or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties 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 Credit Loan Party of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (a) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party or Loan Party, (b) such Credit any Loan Party’s memorandum, articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, code of regulations, or operating agreement or other management agreement, as the case may be, or (c) the provisions of any indenturematerial indenture (including, without limitation, the Indenture), instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien (other than a Permitted Lien) in, of or on the Property of such Credit Loan Party pursuant to the terms of, of any such indentureindenture (including, without limitation, the Indenture), instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filingfiling (other than the filing of the UK collateral documents, if necessary, at Companies House in the UK), 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 any Credit a Loan Party, is required to be obtained by such Credit any Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Credit Loan Party of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on any Loan Party except where such Credit Party or violation could not reasonably be expected to have a Material Adverse Effect, (bii) such Credit any Loan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit any Loan Party pursuant to the terms of, of any such indenture, instrument or agreement, except where such violation or conflict could not reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by any Credit Party, Loan Party is required to be obtained by such Credit Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties 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 Credit Party of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party or (bii) such any Credit Party’s 's memorandum, articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, code of regulations, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such any Credit Party is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien (other than a Permitted Lien) in, of or on the Property of such Credit Party pursuant to the terms of, of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filingfiling (other than appropriate filings under the UCC or other applicable law), 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 any a Credit Party, is required to be obtained by such any Credit Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Credit Loan Party of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Loan Party or (bii) such Credit any Loan Party’s memorandum, articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, code of regulations, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien (other than a Permitted Lien) in, of or on the Property of such Credit Loan Party pursuant to the terms of, of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filingfiling (other than the filing of the appropriate Collateral Documents), 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 any Credit a Loan Party, is required to be obtained by such Credit any Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Credit Party the Loan Parties of the Loan Documents to which it is a partyDocuments, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will (i) violate (a) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party the Borrower or any of its Subsidiaries or (bii) such Credit Partyviolate the Borrower’s or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (ciii) violate the provisions of any indenture, material instrument or material agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit Party the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, or (iv) result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Party the Borrower or any Subsidiary pursuant to the terms of, of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, Governmental Authority which has not been obtained by the Borrower or any Credit Partyof its Subsidiaries, is required to be obtained by such Credit Party the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by any Credit Loan Party of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Loan Party or (bii) such Credit any Loan Party’s 's memorandum, articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, code of regulations, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien (other than a Permitted Lien) in, of or on the Property of such Credit Loan Party pursuant to the terms of, of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filingfiling (other than the filing of the appropriate Collateral Documents), 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 any Credit a Loan Party, is required to be obtained by such Credit any Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Credit Party the Borrower of the Loan Documents to which it is a partyDocuments, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (a) violate (i) in any applicable material respect any law, statute, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party the Borrower, (ii) the Borrower’s certificate of incorporation or by-laws or (b) such Credit Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit Party the Borrower is a party or is subject, or by which it, or its Property, is bound, or except to the extent any such violation could not reasonably be expected to have a Material Adverse Effect (b) conflict with, with or constitute a default underunder any such indenture, instrument or other agreement in a manner which could reasonably be expected to have a Material Adverse Effect, or (c) result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Party the Borrower pursuant to the terms of, of any such indenture, instrument or other 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 any Credit Partythe Borrower, is required to be obtained by such Credit Party the Borrower in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan DocumentsDocuments excepting, however, ’34 Act Reports due after the date hereof disclosing the Loan Documents and related information as required pursuant to applicable ’34 Act Report filing requirements.

No Conflict; Government Consent. Neither the execution and delivery by any Credit Party of the Loan Transaction Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party or (bii) such Credit Party’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit Party is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Party pursuant to the terms of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by any Credit Party, is required to be obtained by such Credit Party in connection with the execution and delivery of the Loan Transaction Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Transaction Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Credit Loan Party of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Loan Party or (bii) such Credit any Loan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any material indenture, instrument or agreement (including, evidencing Indebtedness for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) borrowed money to which such Credit any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Loan Party pursuant to the terms of, of any such indenture, instrument or agreementagreement evidencing Indebtedness for borrowed money (except Liens created pursuant to the Loan Documents and Permitted Liens). 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 any Credit a Loan Party, is required to be obtained by such Credit any Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Credit Loan Party of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party or Loan Party, (bii) such Credit any Loan Party’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, code of regulations, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any indenturematerial indenture (including, without limitation, the Indenture), instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien (other than a Permitted Lien) in, of or on the Property of such Credit Loan Party pursuant to the terms of, of any such indentureindenture (including, without limitation, the Indenture), instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by any Credit a Loan Party, is required to be obtained by such Credit any Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Credit Party the Company or the Stockholders of the Loan Documents to which it is a partythis Agreement, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (a) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party the Company or the Stockholders, or (b) such Credit Party’s articles or the Company's certificate of incorporationincorporation or bylaws, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (c) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit Party the Company is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Party the Company pursuant to the terms of, of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by any Credit Party, the Company or the Stockholders is required to be obtained by such Credit Party the Company or the Stockholders in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties of the Obligations or the legality, validity, binding effect or enforceability of any of this Agreement. Except for the Loan Documentsapproval of this Agreement by the Company's stockholders and as set forth in Schedule 3.4, no consent, approval or authorization of, or notice to, any other person or entity, including, without limitation, parties to loans, contracts, leases or other agreements, is required in connection with the execution, delivery and performance of this Agreement by the Company or the Stockholders or the consummation by it of the transactions contemplated hereby.

No Conflict; Government Consent. Neither the execution and delivery by any Credit Party the Borrower of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party the Borrower or any of its Subsidiaries or (bii) such Credit Partythe Borrower'’s or any Subsidiary'’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any indenture, instrument or other material agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit Party the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Party the Borrower or a Subsidiary pursuant to the terms of, of any such indenture, instrument or other material 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 any Credit Party, is required to be obtained by such Credit Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.54

No Conflict; Government Consent. Neither the execution and delivery by any Credit Loan Party of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Loan Party or (bii) such Credit any Loan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any indentureindenture (including, without limitation, the Parent Indenture), instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Loan Party pursuant to the terms of, of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, Governmental Authority which has not been obtained by any Credit a Loan Party, is required to be obtained by such Credit any Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except for (i) filing of mortgages and UCC financing statements to be filed on or immediately after the Effective Date and (ii) routine approvals required in connection with the performance by the Loan Parties of their businesses.

No Conflict; Government Consent. Neither the execution and delivery by any Credit Party of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (a) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party or (b) such Credit Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (c) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Existing Credit Agreement, the Note Purchase Agreements and the Senior Notes) to which such Credit Party is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Party pursuant to the terms of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by any Credit Party, is required to be obtained by such Credit Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Credit Party each of the Loan Credit Parties of the Credit Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such any Credit Party or any of their respective Restricted Subsidiaries or (bii) such any Credit Party’s or any of their Restricted Subsidiaries’ articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-by laws, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any material indenture, instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such any of the Credit Party Parties or any of their respective Restricted Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such any Credit Party or a Restricted Subsidiary pursuant to the terms of, of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Credit Parties or any Credit Partyof their Restricted Subsidiaries, is required to be obtained by such any Credit Party or any of their Restricted Subsidiaries in connection with the execution and delivery of the Loan Credit Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Credit Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Credit Party of the Loan Transaction Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party or (bii) such Credit Party’s 's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit Party is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Party pursuant to the terms of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by any Credit Party, is required to be obtained by such Credit Party in connection with the execution and delivery of the Loan Transaction Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties of the Obligations Obligations, the consummation of the AbilityOne Acquisition 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 Credit Party such Borrower of the Loan Documents to which it is a partyDocuments, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party Borrower or any of its Subsidiaries or (bii) such Credit PartyBorrower’s or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of the Ameren/UE Agreement or any indenture, any material instrument or any material agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit Party Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Party Borrower or a Subsidiary pursuant to the terms of, the Ameren/UE Agreement or any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by such Borrower or any Credit Partyof its Subsidiaries, is required to be obtained by such Credit Party Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings and issuances of Letters of Credit under this Agreement, the payment and performance by the Credit Parties 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 Credit Party the Borrower of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party the Borrower or any of its Subsidiaries or (bii) such Credit Party’s the Borrower's or any Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit Party the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Party the Borrower or a Subsidiary pursuant to the terms of, of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereofthereof (including, without limitation, under the Public Utility Holding Company Act of 1935, as amended), which has not been obtained by the Borrower or any Credit Partyof its Subsidiaries, is required to be obtained by such Credit Party the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties 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 Credit Party the Borrower of the Loan Documents to which it is a partyDocuments, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (a) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party the Borrower or (b) such Credit Party’s the Borrower's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization, by-laws, laws or operating agreement or other management agreement, as the case may be, or (c) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit Party the Borrower is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Party the Borrower pursuant to the terms of, of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by any Credit Partythe Borrower, is required to be obtained by such Credit Party the Borrower in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties 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 of the Credit Party Parties of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplatedcontemplated by the Loan Documents, nor compliance by such Credit Party with the provisions thereof of the Loan Documents will violate in any material respect (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such the Credit Party Parties or (bii) such any of the Credit Party’s Parties' articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such any of the Credit Party Parties is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underdefault, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such the Credit Party Parties pursuant to the terms of, of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by any the Credit PartyParties, is required to be obtained by such the Credit Party Parties in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

No Conflict; Government Consent. Neither the execution and delivery by any Credit Loan Party of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (ai) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Loan Party or (bii) such Credit any Loan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-lawsby‑laws, or operating agreement or other management agreement, as the case may be, or (ciii) the provisions of any indenture, instrument or agreement (including, for the avoidance of doubt, the Note Purchase Agreements and the Senior Notes) to which such Credit any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with, with or constitute a default underthereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Credit Loan Party pursuant to the terms of, of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, Governmental Authority which has not been obtained by any Credit a Loan Party, is required to be obtained by such Credit any Loan Party in connection with the execution and delivery of the Loan Documents, the 73 borrowings under this Agreement, the payment and performance by the Credit Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except for (i) filing of amendments to Mortgages and UCC financing statements to be filed on or immediately after the Effective Date and (ii) routine approvals required in connection with the performance by the Loan Parties of their businesses.