Common use of No Conflict; Material Agreements; Consents Clause in Contracts

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of the Borrower or any Subsidiary of the Borrower, or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower or any Subsidiary of the Borrower. There is no default under such material agreement (referred to above) and neither the Borrower nor any Subsidiary of the Borrower is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could result in a Material Adverse Change. No authorization, consent, approval, license or exemption of, or filing or registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including without limitation any authorization, consent, approval, license or exemption of, or filing with, the FERC, the IURC and any other regulatory authority having jurisdiction) is necessary for the valid execution and delivery to the Administrative Agent and the Lenders, the incurrence by the Borrower of the Indebtedness under the Loan Documents and the performance by the Borrower of its obligations under the Loan Documents, other than those already obtained and copies of which have been provided to the Administrative Agent.

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the articles or certificate of incorporation, code of regulations, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, operating agreement, limited liability company agreement or other organizational documents of the Borrower or any Subsidiary of the BorrowerLoan Party, or (ii) any Requirement of Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower any Loan Party or any of its Restricted Subsidiaries is a party or by which it or any of its Restricted Subsidiaries is bound or to which it is subject, in each case under clause (ii), except as would not result in a Material Adverse Effect, or (iii) result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower any Loan Party or any Subsidiary of its Restricted Subsidiaries (except Liens created pursuant to the Loan Documents). None of the Borrower. There is no default under such material agreement (referred to above) and neither the Borrower nor any Subsidiary of the Borrower Loan Parties or their Restricted Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement Requirement of Law which could result results in a Material Adverse ChangeEffect. No authorization, consent, approval, license exemption, order or exemption authorization of, or filing or a registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including without limitation any authorization, consent, approval, license or exemption of, or filing with, the FERC, the IURC and any Governmental Authority or any other regulatory authority having jurisdiction) Person is necessary for required by any Requirement of Law or any agreement in connection with the valid execution execution, delivery and delivery to the Administrative Agent carrying out of this Agreement and the Lenders, the incurrence by the Borrower of the Indebtedness under the other Loan Documents other than those which have been obtained or made and the performance by the Borrower of its obligations under are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, other than those already obtained and copies of which have been provided to the Administrative Agent.

No Conflict; Material Agreements; Consents. (a) Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate Organizational Documents of incorporationany Loan Party, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of the Borrower or any Subsidiary of the Borrower, or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree Material Agreement to which the Borrower any Loan Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subject, or (iii) any applicable Law or any order, writ, judgment, injunction or decree to which any Loan Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or any of its respective property is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower any Loan Party or any Subsidiary of its Subsidiaries (other than Liens granted under the BorrowerLoan Documents). There is no default by any Loan Party under such material agreement (referred any Material Agreement or order, writ, judgment, injunction or decree to above) and neither the Borrower nor which any Subsidiary Loan Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subject. None of the Borrower Loan Parties or their Subsidiaries or their respective property is bound by any contractual obligationobligation (including pursuant to any Material Agreement), or subject to any restriction in any organization documentof its Organizational Documents, or any requirement of Law which that could reasonably be expected to result in a Material Adverse Change. . (b) No authorization, consent, approval, license exemption, order or exemption authorization of, or filing or registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including without limitation any authorization, consent, approval, license or exemption of, or filing with, or notice to, any Governmental Authority or any other Person is required by any Law or any agreement (including any Material Agreement) in connection with (i) the FERCexecution, delivery and carrying out of this Agreement, the IURC and other Loan Documents, (ii) the grant by any other regulatory authority having jurisdictionLoan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) is necessary for the valid execution and delivery to perfection of the Prior Security Interest of the Administrative Agent and the LendersSecured Parties created under the Collateral Documents (other than the filing of UCC financing statements (including any transmitting utility financing statements), recording of the incurrence Mortgages, and filings with the United States Patent and Trademark Office or the United States Copyright Office), or (iv) the exercise by the Borrower Administrative Agent or any Lender of the Indebtedness its rights under the Loan Documents and or the performance by remedies of any Secured Party in respect of the Borrower Collateral pursuant to the Collateral Documents (except approvals of its obligations under the Loan DocumentsFCC or any applicable PUC with respect to any assignment or transfer of control of a License or Communications System), other than in each case except those already obtained and copies of which have been provided to duly obtained on or before the Administrative AgentClosing Date, taken, given or made and are in full force and effect. Each of the Loan Parties’ Material Agreements is in full force and effect, and no Loan Party has received any written notice of termination, revocation or other cancellation (before any scheduled date of termination) in respect thereof.

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (ia) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of the Borrower or any Subsidiary of the Borrower, Loan Party or (iib) any applicable Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower any Loan Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subjectsubject or by which it is affected, or result in the creation or enforcement of any Lien, charge or encumbrance Lien whatsoever upon any property (now or hereafter acquired) of the Borrower any Loan Party or any Subsidiary of its Subsidiaries (other than Liens granted under the BorrowerLoan Documents). There is no default by any Loan Party or any of its Subsidiaries under any such material agreement (referred to above) and neither the Borrower nor any Subsidiary none of the Borrower Loan Parties or their Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could which, in each instance, would reasonably be expected to have or result in a Material Adverse Change. No authorization, consent, approval, license exemption, order or exemption authorization of, or filing or a registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including without limitation any authorization, consent, approval, license or exemption of, or filing with, the FERCor notice to, the IURC and any Official Body or any other regulatory authority having jurisdiction) Person is necessary for required by any applicable Law or any agreement in connection with the valid execution execution, delivery and delivery to the Administrative Agent performance by any Loan Party of this Agreement and the Lendersother Loan Documents, the incurrence by the Borrower of the Indebtedness under the Loan Documents and the performance by the Borrower of its obligations under except such as has been obtained or issued or are necessary to perfect Liens created pursuant to the Loan Documents. All necessary import, export or other than those already obtained and copies licenses, permits or certificates for the import or handling of which any goods or other Collateral have been provided procured and are in effect, and the Loan Parties and Subsidiaries have complied with all applicable foreign and domestic laws with respect to the Administrative Agentshipment and importation of any goods or Collateral, except where the failure to procure, maintain, or comply would not reasonably be expected to have or result in a Material Adverse Change.

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them the Borrower will conflict with, constitute a default under or result in any breach of of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of the Borrower or any Subsidiary of the Borrower, or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subjectsubject or by which it is affected, or result in the creation or enforcement of any Lien, charge or encumbrance Lien whatsoever upon any property (now or hereafter acquired) of the Borrower or any Subsidiary of its Subsidiaries (other than Liens granted under the BorrowerLoan Documents). There is no default under such material agreement (referred to above) and neither the Borrower nor any Subsidiary of the Borrower its Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could would reasonably be likely to result in a Material Adverse Change. No authorization, consent, approval, license exemption, order or exemption authorization of, or filing or a registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including without limitation any authorization, consent, approval, license or exemption of, or filing with, the FERCor notice to, the IURC and any Official Body or any other regulatory authority having jurisdiction) Person is necessary for required by any Law or any agreement in connection with the valid execution execution, delivery and delivery to the Administrative Agent and the Lendersperformance by, the incurrence by or enforcement against, the Borrower of this Agreement and the Indebtedness under the other Loan Documents except such as has been obtained or issued and which remains in full force and effect; provided that any increase of the performance by Commitments in accordance with Section 2.11 [Increase in Revolving Credit Commitments] or the Borrower extension of its obligations under the Loan Documents, other than those already obtained and copies any Expiration Date in accordance with Section 2.12 [Extension of which have been provided Expiration Date] may require appropriate governmental or third party authorization thereof prior to the Administrative Agenteffectiveness of such increase or such extension, as the case may be.

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them the Borrower will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of the Borrower or any Subsidiary of the Borrower, or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subjectsubject or by which it is affected, or result in the creation or enforcement of any Lien, charge or encumbrance Lien whatsoever upon any property (now or hereafter acquired) of the Borrower or any Subsidiary of its Subsidiaries (other than Liens granted under the BorrowerLoan Documents). There is no default under such material agreement (referred to above) and neither the Borrower nor any Subsidiary of the Borrower its Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could would reasonably be likely to result in a Material Adverse Change. No authorization, consent, approval, license exemption, order or exemption authorization of, or filing or a registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including without limitation any authorization, consent, approval, license or exemption of, or filing with, the FERCor notice to, the IURC and any Official Body or any other regulatory authority having jurisdiction) Person is necessary for required by any Law or any agreement in connection with the valid execution execution, delivery and delivery to the Administrative Agent and the Lendersperformance by, the incurrence by or enforcement against, the Borrower of this Agreement and the Indebtedness under the other Loan Documents except such as has been obtained or issued and which remains in full force and effect; provided that any increase of the performance by Commitments in accordance with Section 2.11 [Increase in Revolving Credit Commitments] or the Borrower extension of its obligations under the Loan Documents, other than those already obtained and copies Expiration Date in accordance with Section 2.12 [Extension of which have been provided Expiration Date] may require appropriate governmental or third party authorization thereof prior to the Administrative Agenteffectiveness of such increase or such extension, as the case may be.

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of the Borrower or any Subsidiary of the Borrower, Loan Party or (ii) any Law or any material agreement or instrument or Law, agreement, instrument, order, writ, judgment, injunction or decree to which the Borrower any Loan Party or any of its Subsidiaries (other than Excluded Subsidiaries) is a party or by which it or any of its Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower any Loan Party or any Subsidiary of its Subsidiaries (other than Liens granted under the BorrowerLoan Documents and Liens on the assets of Excluded Subsidiaries). There is no default under such material agreement (referred to above) and neither the Borrower nor any Subsidiary none of the Borrower Loan Parties or their Subsidiaries (other than Excluded Subsidiaries) is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could result in a Material Adverse Change. No authorization, material consent, approval, license exemption, order or exemption authorization of, or a registration or filing (other than any Securities and Exchange Commission filing which will be filed on or registration after the Closing Date) with, any court Official Body or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including without limitation any authorization, consent, approval, license or exemption of, or filing with, the FERC, the IURC and any other regulatory authority having jurisdiction) Person is necessary for required by any Law or any agreement in connection with the valid execution execution, delivery and delivery to the Administrative Agent carrying out of this Agreement and the Lenders, the incurrence by the Borrower of the Indebtedness under the other Loan Documents and the performance by the Borrower of its obligations under the Loan Documents, other than those already obtained and copies of which have not been provided to obtained on or before the Administrative AgentClosing Date.

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of the Borrower or any Subsidiary of the Borrower, Loan Party or (ii) any Law or any material agreement or instrument or Law, agreement, instrument, order, writ, judgment, injunction or decree to which the Borrower any Loan Party or any of its Subsidiaries (other than Excluded Subsidiaries) is a party or by which it or any of its Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower any Loan Party or any Subsidiary of its Subsidiaries (other than Liens granted under the BorrowerLoan Documents and Liens on the assets of Excluded Subsidiaries). There To the best knowledge of each Loan Party, there is no default under such material agreement (referred to above) and neither the Borrower nor any Subsidiary none of the Borrower Loan Parties or their Subsidiaries (other than Excluded Subsidiaries) is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could result in a Material Adverse Change. No authorization, material consent, approval, license exemption, order or exemption authorization of, or a registration or filing (other than any SEC filing which will be filed on or registration after the Closing Date) with, any court Official Body or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including without limitation any authorization, consent, approval, license or exemption of, or filing with, the FERC, the IURC and any other regulatory authority having jurisdiction) Person is necessary for required by any Law or any agreement in connection with the valid execution execution, delivery and delivery to the Administrative Agent carrying out of this Agreement and the Lenders, the incurrence by the Borrower of the Indebtedness under the other Loan Documents and the performance by the Borrower of its obligations under the Loan Documents, other than those already obtained and copies of which have not been provided to obtained on or before the Administrative AgentClosing Date.

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower or the Attorney-in-Fact, nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement agreement, certificate of authority to transact insurance, Subscriber’s Agreements or other organizational documents of the Borrower or any Subsidiary of the Borrower, Attorney-in- Fact or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower or the Attorney-in-Fact or any of its their respective Subsidiaries is a party or by which it the Borrower or the Attorney-in-Fact or any of its their respective Subsidiaries is bound or to which it the Borrower or the Attorney-in-Fact is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower or the Attorney-in-Fact or any Subsidiary of their respective Subsidiaries (other than Liens granted under the BorrowerLoan Documents). There is no default under any such material agreement of the Borrower (referred to above) and neither the Borrower nor any Subsidiary of the Borrower its Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization organizational document, or any requirement of Law which could reasonably be expected to result in a Material Adverse Change. No authorization, consent, approval, license exemption, order or exemption authorization of, or filing or a registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including without limitation any authorization, consent, approval, license or exemption of, or filing with, the FERC, the IURC and any Applicable Insurance Regulatory Authority or any other regulatory authority having jurisdiction) Official Body or any other Person is necessary for required by any Law or any agreement in connection with the valid execution execution, delivery and delivery to the Administrative Agent carrying out of this Agreement and the Lenders, the incurrence by the Borrower of the Indebtedness under the Loan Documents and the performance by the Borrower of its obligations under the other Loan Documents, other than those already obtained and copies of which have been provided to the Administrative Agent.

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of the Borrower or any Subsidiary of the Borrower, Loan Party or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower any Loan Party or any Subsidiaries of its Subsidiaries Loan Parties is a party or by which it any Loan Party or any Subsidiaries of its Subsidiaries Loan Parties is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower any Loan Party or any Subsidiary Subsidiaries of the BorrowerLoan Parties (other than Liens granted under the Loan Documents). There is no default under such material agreement (referred to above) and neither the Borrower nor any Subsidiary none of the Borrower Loan Parties or any Subsidiaries of the Loan Parties is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could would reasonably be expected to result in a Material Adverse Change. No authorization, consent, approval, license exemption, order or exemption authorization of, or filing or a registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including without limitation any authorization, consent, approval, license or exemption of, or filing with, the FERC, the IURC and any Official Body or any other regulatory authority having jurisdictionPerson is required by any Law or any agreement in connection with the execution, delivery and carrying out of this Agreement and the other Loan Documents, except (A) is necessary for those registrations, exemptions, orders, authorizations, consents, approvals, notices or other actions that have been made, obtained, given or taken, or (B) filings required with the valid Securities and Exchange Commission as a result of the execution and delivery to the Administrative Agent and the Lenders, the incurrence by the Borrower of the Indebtedness under the Loan Documents and the performance by the Borrower of its obligations under the Loan Documents, other than those already obtained and copies of which have been provided to the Administrative Agentthis Agreement.

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower or the Attorney-in-Fact, nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement agreement, certificate of authority to transact insurance, Subscriber’s Agreements or other organizational documents of the Borrower or any Subsidiary of the Borrower, Attorney-in-Fact or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower or the Attorney-in-Fact or any of its their respective Subsidiaries is a party or by which it the Borrower or the Attorney-in-Fact or any of its their respective Subsidiaries is bound or to which it the Borrower or the Attorney-in-Fact is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower or the Attorney-in-Fact or any Subsidiary of their respective Subsidiaries (other than Liens granted under the BorrowerLoan Documents). There is no default under any such material agreement of the Borrower (referred to above) and neither the Borrower nor any Subsidiary of the Borrower its Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization organizational document, or any requirement of Law which could reasonably be expected to result in a Material Adverse Change. No authorization, consent, approval, license exemption, order or exemption authorization of, or filing or a registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including without limitation any authorization, consent, approval, license or exemption of, or filing with, the FERC, the IURC and any Applicable Insurance Regulatory Authority or any other regulatory authority having jurisdiction) Official Body or any other Person is necessary for required by any Law or any agreement in connection with the valid execution execution, delivery and delivery to the Administrative Agent carrying out of this Agreement and the Lenders, the incurrence by the Borrower of the Indebtedness under the Loan Documents and the performance by the Borrower of its obligations under the other Loan Documents, other than those already obtained and copies of which have been provided to the Administrative Agent.

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them the Borrower will conflict with, constitute a default under or result in any breach of (i) of b. the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of the Borrower or any Subsidiary of the Borrower, or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subjectsubject or by which it is affected, or result in the creation or enforcement of any Lien, charge or encumbrance Lien whatsoever upon any property (now or hereafter acquired) of the Borrower or any Subsidiary of its Subsidiaries (other than Liens granted under the BorrowerLoan Documents). There is no default under such material agreement (referred to above) and neither the Borrower nor any Subsidiary of the Borrower its Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could would reasonably be likely to result in a Material Adverse Change. No authorization, consent, approval, license exemption, order or exemption authorization of, or filing or a registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including without limitation any authorization, consent, approval, license or exemption of, or filing with, the FERCor notice to, the IURC and any Official Body or any other regulatory authority having jurisdiction) Person is necessary for required by any Law or any agreement in connection with the valid execution execution, delivery and delivery to the Administrative Agent and the Lendersperformance by, the incurrence by or enforcement against, the Borrower of this Agreement and the Indebtedness under the other Loan Documents except such as has been obtained or issued and which remains in full force and effect; provided that any increase of the performance by Commitments in accordance with Section 2.11 [Increase in Revolving Credit Commitments] or the Borrower extension of its obligations under the Loan Documents, other than those already obtained and copies any Expiration Date in accordance with Section 2.12 [Extension of which have been provided Expiration Date] may require appropriate governmental or third party authorization thereof prior to the Administrative Agenteffectiveness of such increase or such extension, as the case may be.

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents any Other Document by the Borrower any Credit Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement agreement, articles of association, memorandum of association or other organizational documents of the Borrower or any Subsidiary of the Borrower, Credit Party or (ii) any Law or any material agreement (other than the Indenture) or instrument or order, writ, judgment, injunction or decree to which the Borrower any Credit Party or any Subsidiary of its Subsidiaries a Credit Party is a party or by which it or any of its Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower any Credit Party or any Subsidiary of a Credit Party (other than Liens granted under this Agreement and the BorrowerOther Documents or Permitted Liens). There is no default under any such material agreement (referred to above) and neither none of the Borrower nor Credit Parties or any Subsidiary of the Borrower a Credit Party is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could reasonably be expected to result in a Material Adverse ChangeEffect. No authorization, consent, approval, license exemption, order or exemption authorization of, or filing or a registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including without limitation any authorization, consent, approval, license or exemption of, or filing with, the FERC, the IURC and any Governmental Body or any other regulatory authority having jurisdiction) Person is necessary for required by any Law or any agreement in connection with the valid execution execution, delivery and delivery to carrying out of this Agreement or the Administrative Agent and the Lenders, the incurrence by the Borrower of the Indebtedness under the Loan Documents and the performance by the Borrower of its obligations under the Loan Other Documents, other than (i) registration of particulars of Collateral Documents executed by Holdings at Companies House in England and Wales under section 859A of the UK Companies Act and payment of associated fees, (ii) any filing, recording or enrolling or any tax or fee payable in relation to the Collateral Documents which is referred to in any opinion of counsel delivered in connection with this Agreement and which will in each case be made or paid promptly after the date of the relevant Other Document, (iii) those already that have been obtained or made and copies are in full force and effect and (iv) those the failure of which have been provided to the Administrative Agentobtain could not reasonably be expected to result in a Material Adverse Effect.

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of the Borrower or any Subsidiary of the Borrower, Loan Party or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower any Loan Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower any Loan Party or any Subsidiary of its Subsidiaries (other than Liens granted under the BorrowerLoan Documents). There is no default that would reasonably be expected to result in a Material Adverse Change under such material agreement (referred to above) and neither the Borrower nor ), any Subsidiary other Contractual Obligation by which any Loan Party or any of the Borrower its Material Subsidiaries is bound by any contractual obligationbound, or subject to any restriction in any organization document, or any requirement of Law to which any Loan Party or any of its Material Subsidiaries is subject. No consent, approval, exemption, order or authorization of, or a registration or filing with, any Official Body or any other Person is required by any Law or any agreement in connection with the execution, delivery and carrying out of this Agreement and the other Loan Documents, except (A) for those registrations, exemptions, orders, authorizations, consents, approvals, notices or other actions that have been made, obtained, given or taken, (B) filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Administrative Agent for filing and/or recordation or (C) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not result in a Material Adverse Change. No authorization, consent, approval, license or exemption of, or filing or registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including without limitation any authorization, consent, approval, license or exemption of, or filing with, the FERC, the IURC and any other regulatory authority having jurisdiction) is necessary for the valid execution and delivery to the Administrative Agent and the Lenders, the incurrence by the Borrower of the Indebtedness under the Loan Documents and the performance by the Borrower of its obligations under the Loan Documents, other than those already obtained and copies of which have been provided to the Administrative Agent.

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower or any of its Subsidiaries, to the extent any such Subsidiary is a party hereto or thereto, nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower or any of its Subsidiaries is a party or by which it the Borrower or any of its Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower or any Subsidiary of its Subsidiaries (other than Liens granted under the BorrowerLoan Documents) or (iii) any instrument, indenture, loan agreement, mortgage, deed of trust or other material agreement, to the extent that the same could reasonably be expected to result in a Material Adverse Change. There is no default under such material agreement (referred to above) and neither the Borrower nor any Subsidiary of the Borrower is its Subsidiaries are bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could result in a Material Adverse Change. No authorization, consent, approval, license exemption, order or exemption authorization of, or filing or a registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including without limitation any authorization, consent, approval, license or exemption of, or filing with, the FERC, the IURC and any Official Body or any other regulatory authority having jurisdiction) Person is necessary for required by any Law or any agreement in connection with the valid execution execution, delivery and delivery to the Administrative Agent carrying out of this Agreement and the Lenders, the incurrence by the Borrower of the Indebtedness under the Loan Documents and the performance by the Borrower of its obligations under the other Loan Documents, other than those already obtained and copies of which have been provided to the Administrative Agent.

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of the Borrower or any Subsidiary of the Borrower, or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower or any Subsidiary of the Borrower. There is no default under such material agreement (referred to above) and neither the Borrower nor any Subsidiary of the Borrower is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could result in a Material Adverse Change. No authorization, consent, approval, license or exemption of, or filing or registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including without limitation any authorization, consent, approval, license or exemption of, or filing with, the FERC, the IURC PUCO and any other regulatory authority having jurisdiction) is necessary for the valid execution and delivery to the Administrative Agent and the Lenders, the incurrence by the Borrower of the Indebtedness under the Loan Documents and the performance by the Borrower of its obligations under the Loan Documents, other than those already obtained and copies of which have been provided to the Administrative Agent.

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of the Borrower or any Subsidiary of the Borrower, or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower or any Subsidiary of the Borrower. There is no default under such material agreement (referred to above) and neither the Borrower nor any Subsidiary of the Borrower is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could result in a Material Adverse Change. No authorization, consent, approval, license or exemption of, or filing or registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including without limitation any authorization, consent, approval, license or exemption of, or filing with, the FERC, the IURC and any other regulatory authority having jurisdiction) is necessary for the valid execution and delivery to the Administrative Agent and the Lenders, the incurrence by the Borrower of the Indebtedness under the Loan Documents and the performance by the Borrower of its obligations under the Loan Documents, other than those already obtained and copies of which have been provided to the Administrative Agent.Loan

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them the Borrower will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of the Borrower or any Subsidiary of the Borrower, or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subjectsubject or by which it is affected, or result in the creation or enforcement of any Lien, charge or encumbrance Lien whatsoever upon any property (now or hereafter acquired) of the Borrower or any Subsidiary of its Subsidiaries (other than Liens granted under the BorrowerLoan Documents). There is no default under such material agreement (referred to above) and neither the Borrower nor any Subsidiary of the Borrower its Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could would reasonably be likely to result in a Material Adverse Change. No authorization, consent, approval, license exemption, order or exemption authorization of, or filing or a registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including without limitation any authorization, consent, approval, license or exemption of, or filing with, the FERCor notice to, the IURC and any Official Body or any other regulatory authority having jurisdiction) Person is necessary for required by any Law or any agreement in connection with the valid execution execution, delivery and delivery to the Administrative Agent and the Lendersperformance by, the incurrence by or enforcement against, the Borrower of this Agreement and the Indebtedness under the other Loan Documents except such as has been obtained or issued and which remains in full force and effect; provided that any increase of the performance by Commitments in accordance with Section 2.11 [Increase in Revolving Credit Commitments] or the Borrower extension of its obligations under the Loan Documents, other than those already obtained and copies any Expiration Date in accordance with Section 2.12 [Extension of which have been provided Expiration Date] may require appropriate governmental or third party authorization thereof prior to the Administrative Agenteffectiveness of such increase or such extension, as the case may be.