Common use of No Conflicts or Consents Clause in Contracts

No Conflicts or Consents. The execution and delivery by the various Restricted Persons of the Loan Documents to which each is a party, the performance by each of its obligations under such Loan Documents, and the consummation of the transactions contemplated by the various Loan Documents, do not and will not (a) conflict with any provision of (i) any Law, (ii) the organizational documents of the Borrower, any of its Subsidiaries or the General Partner, (iii) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreement, judgment, license, order or permit applicable to or binding upon the Borrower, any of its Restricted Subsidiaries or the General Partner, (b) result in the acceleration of any material Indebtedness owed by the Borrower, any of its Restricted Subsidiaries or the General Partner, or (c) result in or require the creation of any Lien upon any assets or properties of the Borrower, any of its Restricted Subsidiaries or the General Partner. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure Schedule, no permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification with, any Tribunal or third party is required in connection with the execution, delivery or performance by any Restricted Person of any Loan Document or to consummate any transactions contemplated by the Loan Documents. Neither the Borrower, nor any of its Restricted Subsidiaries nor the General Partner is in breach of or in default under any instrument, license or other agreement applicable to or binding upon it, which breach or default has had, or could reasonably be expected to have, a Material Adverse Effect.

No Conflicts or Consents. The execution and delivery by the various Restricted Persons of the Loan Documents to which each is a party, the performance by each of its obligations under such Loan Documents, and the consummation of the transactions contemplated by the various Loan Documents, do not and will not (ai) conflict with any provision of (i1) any Law, (ii2) the organizational documents of the Borrower, any of its Subsidiaries or the General Partner, or (iii3) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreement, judgment, license, order or permit applicable to or binding upon the Borrower, any of its Restricted Subsidiaries or the General Partner, (bii) result in the acceleration of any material Indebtedness owed by the Borrower, any of its Restricted Subsidiaries or the General Partner, or (ciii) result in or require the creation of any Lien upon any assets or properties of the Borrower, any of its Restricted Subsidiaries or the General Partner. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure Schedule, no permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification with, any Tribunal or third party is required in connection with the execution, delivery or performance by any Restricted Person of any Loan Document or to consummate any transactions contemplated by the Loan Documents. Neither the Borrower, nor any of its Restricted Subsidiaries nor the General Partner is in breach of or in default under any instrument, license or other agreement applicable to or binding upon it, which breach or default has had, or could reasonably be expected to have, a Material Adverse Effect.

No Conflicts or Consents. The execution and delivery by the various Restricted Persons Borrower and each Subsidiary of the Loan Documents to which each it is a party, the performance by the Borrower and each Subsidiary of its respective obligations under such Loan Documents, and the consummation of the transactions contemplated by the various Loan Documents, do not and will not (ai) conflict with any provision of (i1) any Law, (ii2) the organizational documents of the Borrower, any of its Subsidiaries Subsidiary or the General Partner, or (iii3) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreementContractual Obligation, judgment, license, order or permit applicable to or binding upon the Borrower, any of its Restricted Subsidiaries Subsidiary or the General Partner, (bii) result in the acceleration of any material Indebtedness owed by the Borrower, any of its Restricted Subsidiaries, any of its Unrestricted Subsidiaries or the General Partner, or (ciii) other than as provided in the Collateral Documents, result in or require the creation of any Lien upon any assets or properties of the Borrower, any of its Restricted Subsidiaries or the General Partner, except, in each case, with respect to the preceding clauses (i) through (iii), as could not reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure Schedule, no permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification with, any Tribunal or third party is required in connection with the execution, delivery or performance by the Borrower or any Restricted Person Subsidiary of any Loan Document or to consummate any transactions contemplated by the Loan Documents. Neither the Borrower, Borrower nor any of its Restricted Subsidiaries nor the General Partner Subsidiary is in breach of or in default under any instrument, license or other agreement applicable to or binding upon itsuch entity, which breach or default has had, or could reasonably be expected to have, have a Material Adverse Effect.

No Conflicts or Consents. The execution and delivery by the various Restricted Persons Borrower and each Subsidiary of the Loan Documents to which each it is a party, the performance by the Borrower and each Subsidiary of its respective obligations under such Loan Documents, and the consummation of the transactions contemplated by the various Loan Documents, do not and will not (ai) conflict with any provision of (i1) any Law, (ii2) the organizational documents of the Borrower, any of its Subsidiaries Subsidiary or the General Partner, or (iii3) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreementContractual Obligation, judgment, license, order or permit applicable to or binding upon the Borrower, any of its Restricted Subsidiaries Subsidiary or the General Partner, (bii) result in the acceleration of any material Indebtedness owed by the Borrower, any of its Restricted Subsidiaries, any of its Unrestricted Subsidiaries or the General Partner, or (ciii) result in or require the creation of any Lien upon any assets or properties of the Borrower, any of its Restricted Subsidiaries or the General Partner, except, in each case, with respect to the preceding clauses (i) through (iii), as could not reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure Schedule, no permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification with, any Tribunal or third party is required in connection with the execution, delivery or performance by the Borrower or any Restricted Person Subsidiary of any Loan Document or to consummate any transactions contemplated by the Loan Documents. Neither the Borrower, Borrower nor any of its Restricted Subsidiaries nor the General Partner Subsidiary is in breach of or in default under any instrument, license or other agreement applicable to or binding upon itsuch entity, which breach or default has had, or could reasonably be expected to have, have a Material Adverse Effect.

No Conflicts or Consents. (a) The execution and delivery of this Agreement by the various Restricted Persons of the Loan Documents to which each is a party, the performance by each of its obligations under such Loan DocumentsStockholder does not, and the consummation performance of the transactions contemplated this Agreement by the various Loan Documents, do not and Stockholder will not not: (a) conflict with any provision assuming the filing of (isuch reports as may be required under Sections 13(d) any Law, (ii) the organizational documents and 16 of the BorrowerExchange Act, which such Stockholder will file, violate any of its Subsidiaries or the General Partner, (iii) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreement, judgment, license, order or permit Law applicable to such Stockholder or binding upon the Borrower, any of its Restricted Subsidiaries or the General Partnersuch Stockholder’s Shares, (b) except as may be required by applicable federal securities laws, require any consent, approval, order, authorization, permit or other action by, or filing with or notice to, any Person (including any Governmental Authority) under, constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, modification or acceleration under, or result in the acceleration creation of any material Indebtedness owed by Liens on any of the BorrowerShares pursuant to, any Contract, trust, Order or other instrument binding on such Stockholder or such Stockholder’s Shares or any applicable Law; (c) if Stockholder is not an individual, violate, contravene or conflict with or result in any breach of its Restricted Subsidiaries any provision of the certificate of incorporation or the General Partner, bylaws (or other similar governing documents) of Stockholder; or (cd) result in or require constitute (with or without notice or lapse of time) any material breach of or material default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien upon on any assets of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s Affiliates or properties is or may be bound or affected, except, in each case, for any conflict, violation, breach, default or right which would not adversely affect in any material respect the ability of the Borrower, any of Stockholder to perform its Restricted Subsidiaries or the General Partner. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure Schedule, no permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification with, any Tribunal or third party is required in connection with the execution, delivery or performance by any Restricted Person of any Loan Document or to consummate any transactions contemplated by the Loan Documents. Neither the Borrower, nor any of its Restricted Subsidiaries nor the General Partner is in breach of or in default under any instrument, license or other agreement applicable to or binding upon it, which breach or default has had, or could reasonably be expected to have, a Material Adverse Effectobligations hereunder.

No Conflicts or Consents. The execution and delivery by the various Restricted Persons Except as set forth in Section 3.02 of the Loan Disclosure Schedules, the execution, delivery, and performance by Seller of this Agreement and the other Transaction Documents to which each it is a party, the performance by each of its obligations under such Loan Documents, and the consummation of the transactions contemplated by the various Loan Documentshereby and thereby, do not and will not not: (a) violate or conflict with any provision of (i) any Lawthe certificate of formation, (ii) the organizational bylaws, or other governing documents of the BorrowerSeller; (b) violate or conflict with any provision of any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, other requirement, or rule of law of any of its Subsidiaries Governmental Authority (collectively, “Law”) or the General Partnerany order, (iii) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreementwrit, judgment, injunction, decree, stipulation, determination, penalty, or award entered by or with any Governmental Authority (“Governmental Order”) applicable to Seller or the Purchased Assets; (c) require the consent, notice, declaration, or filing with or other action by any individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity (“Person”) or require any permit, license, order or permit applicable Governmental Order; (d) violate or conflict with, result in the acceleration of, or create in any party the right to accelerate, terminate, modify, or binding upon the Borrower, cancel any Contract to which Seller is a party or by which Seller is bound or to which any of its Restricted Subsidiaries the Purchased Assets are subject (including any Assigned Contract); or the General Partner, (be) result in the acceleration creation or imposition of any material Indebtedness owed by the Borrowercharge, claim, pledge, equitable interest, lien, security interest, restriction of any of its Restricted Subsidiaries or the General Partnerkind, or other encumbrance (c“Encumbrance”) result in or require on the creation of any Lien upon any assets or properties of the Borrower, any of its Restricted Subsidiaries or the General Partner. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure Schedule, no permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification with, any Tribunal or third party is required in connection with the execution, delivery or performance by any Restricted Person of any Loan Document or to consummate any transactions contemplated by the Loan Documents. Neither the Borrower, nor any of its Restricted Subsidiaries nor the General Partner is in breach of or in default under any instrument, license or other agreement applicable to or binding upon it, which breach or default has had, or could reasonably be expected to have, a Material Adverse EffectPurchased Assets.

No Conflicts or Consents. The execution and delivery by the various Restricted Persons of the Loan Documents to which each is a party, the performance by each of its obligations under such Loan Documents, and the consummation of the transactions contemplated by the various Loan Documents, do not and will not (a) conflict with any provision of (i) any Law, (ii) the organizational documents of the Borrower, any of its Subsidiaries or the General Partner, (iii) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreement, judgment, license, order or permit applicable to or binding upon the Borrower, any of its Restricted Subsidiaries or the General Partner, (b) result in the acceleration of any material Indebtedness owed by the Borrower, any of its Restricted Subsidiaries or the General Partner, or (c) result in or require the creation of any Lien upon any assets or properties of the Borrower, any of its Restricted Subsidiaries or the General PartnerPartner other than pursuant to the Loan Documents. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure Schedule, no permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification with, any Tribunal or third party is required in connection with the execution, delivery or performance by any Restricted Person of any Loan Document or to consummate any transactions contemplated by the Loan Documents. Neither the Borrower, nor any of its Restricted Subsidiaries nor the General Partner is in breach of or in default under any instrument, license or other agreement applicable to or binding upon it, which breach or default has had, or could reasonably be expected to have, a Material Adverse Effect.

No Conflicts or Consents. The execution and delivery by the ------------------------ various Restricted Persons of the Loan Documents and Xxxxxx Acquisition Documents to which each is a party, the performance by each of its obligations under such Loan Documents and Xxxxxx Acquisition Documents, and the consummation of the transactions contemplated by the various Loan Documents and various Xxxxxx Acquisition Documents, do not and will not (ai) conflict with any provision of (i1) any Law, (ii2) the organizational documents of the Borrower, any Restricted Person or any of its Subsidiaries Affiliates, or the General Partner, (iii3) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreement, judgment, license, order or permit applicable to or binding upon the Borrower, any Restricted Person or any of its Restricted Subsidiaries or the General PartnerAffiliates, (b) ii result in the acceleration of any material Indebtedness owed by the Borrower, any Restricted Person or any of its Restricted Subsidiaries or the General PartnerAffiliates, or (c) ii result in or require the creation of any Lien upon any assets or properties of the Borrower, any Restricted Person or any of its Restricted Subsidiaries or Affiliates except as expressly contemplated in the General PartnerLoan Documents. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure Schedule, no permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification with, any Tribunal or third party is required (i) in connection with the execution, delivery or performance by any Restricted Person of any Loan Document or the Xxxxxx Acquisition Documents, or (ii) to consummate any transactions contemplated by the Loan Documents and the Xxxxxx Acquisition Documents (except, in each case with respect to the Xxxxxx Acquisition Documents. Neither , as may be waived by the Borrowerparties thereto or the party thereunder to whom such obligation is owed or who has imposed such obligation), nor any other than consents, approvals, authorizations or orders that have been obtained or notices given or filings made prior to the date hereof and other than various notices or filings required to be given or made following the effectiveness of its Restricted Subsidiaries nor the General Partner is in breach of or in default under any instrument, license or other agreement applicable to or binding upon it, which breach or default has had, or could reasonably be expected to have, a Material Adverse EffectXxxxxx Acquisition Documents.

No Conflicts or Consents. The execution and delivery by the various Restricted Persons Borrower and each Subsidiary of the Loan Documents to which each it is a party, the performance by the Borrower and each Subsidiary of its respective obligations under such Loan Documents, and the consummation of the transactions contemplated by the various Loan Documents, do not and will not (ai) conflict with any provision of (i1) any Law, (ii2) the organizational documents of the Borrower, any of its Subsidiaries Subsidiary or the General Partner, or (iii3) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreementContractual Obligation, judgment, license, order or permit applicable to or binding upon the Borrower, any of its Restricted Subsidiaries Subsidiary or the General Partner, (bii) result in the acceleration of any material Indebtedness owed by the Borrower, any of its Restricted Subsidiaries, any of its Unrestricted Subsidiaries or the General Partner, or (ciii) result in or require the creation of any Lien upon any assets or properties of the Borrower, any of its Restricted Subsidiaries or the General Partner, except, in each case, with respect to the preceding subsections (i) through (iii), as could not reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure Schedule, no permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification with, any Tribunal or third party is required in connection with the execution, delivery or performance by the Borrower or any Restricted Person Subsidiary of any Loan Document or to consummate any transactions contemplated by the Loan Documents. Neither the Borrower, Borrower nor any of its Restricted Subsidiaries nor the General Partner Subsidiary is in breach of or in default under any instrument, license or other agreement applicable to or binding upon itsuch entity, which breach or default has had, or could reasonably be expected to have, have a Material Adverse Effect.

No Conflicts or Consents. The execution and delivery by the various Restricted Persons Borrower and each Subsidiary of the Loan Documents to which each it is a party, the performance by the Borrower and each Subsidiary of its respective obligations under such Loan Documents, and the consummation of the transactions contemplated by the various Loan Documents, do not and will not (ai) conflict with any provision of (i1) any Law, (ii2) the organizational documents of the Borrower, any of its Subsidiaries Subsidiary or the General Partner, or (iii3) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreementContractual Obligation, judgment, license, order or permit applicable to or binding upon the Borrower, any of its Restricted Subsidiaries Subsidiary or the General Partner, (bii) result in the acceleration of any material Indebtedness owed by the Borrower, any of its Restricted Subsidiaries, any of its Unrestricted Subsidiaries or the General Partner, or (ciii) result in or require the creation of any Lien upon any assets or properties of the Borrower, any of its Restricted Subsidiaries or the General Partner, except, in each case, with respect to the preceding clauses (i) through (iii), as could not reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure Schedule, no permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification with, any Tribunal or third party is required in connection with the execution, delivery or performance by the Borrower or any Restricted Person Subsidiary of any Loan Document or to consummate any transactions contemplated by the Loan Documents. Neither the Borrower, Borrower nor any of its Restricted Subsidiaries nor the General Partner Subsidiary is in breach of or in default under any instrument, license or other agreement applicable to or binding upon itsuch entity, which breach or default has had, or could reasonably be expected to have, have a Material Adverse Effect.

No Conflicts or Consents. The execution and delivery by the ------------------------ various Restricted Persons of the Loan Documents and Xxxxxx Acquisition Documents to which each is a party, the performance by each of its obligations under such Loan Documents and Xxxxxx Acquisition Documents, and the consummation of the transactions contemplated by the various Loan Documents and various Xxxxxx Acquisition Documents, do not and will not (ai) conflict with any provision of (i1) any Law, (ii2) the organizational documents of the Borrower, any Restricted Person or any of its Subsidiaries Affiliates, or the General Partner, (iii3) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreement, judgment, license, order or permit applicable to or binding upon the Borrower, any Restricted Person or any of its Restricted Subsidiaries or the General PartnerAffiliates, (b) ii result in the acceleration of any material Indebtedness owed by the Borrower, any Restricted Person or any of its Restricted Subsidiaries or the General PartnerAffiliates, or (c) ii result in or require the creation of any Lien upon any assets or properties of the Borrower, any Restricted Person or any of its Restricted Subsidiaries or Affiliates except as expressly contemplated in the General PartnerLoan Documents. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure Schedule, no permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification with, any Tribunal or third party is required in connection with the execution, delivery or performance by any Restricted Person of any Loan Document or Xxxxxx Acquisition Document or to consummate any transactions contemplated by the Loan Documents and the Xxxxxx Acquisition Documents (except, in each case with respect to the Xxxxxx Acquisition Documents. Neither , as may be waived by the Borrowerparties thereto or the party thereunder to whom such obligation is owed or who has imposed such obligation), nor any other than consents, approvals, authorizations or orders that have been obtained or notices given or filings made prior to the date hereof and other than various notices or filings required to be given or made following the effectiveness of its Restricted Subsidiaries nor the General Partner is in breach of or in default under any instrument, license or other agreement applicable to or binding upon it, which breach or default has had, or could reasonably be expected to have, a Material Adverse EffectXxxxxx Acquisition Documents.

No Conflicts or Consents. The execution and delivery by the ------------------------ various Restricted Persons of the Loan Documents and Restructuring Documents to which each is a party, the performance by each of its obligations under such Loan Documents and Restructuring Documents, and the consummation of the transactions contemplated by the various Loan Documents and various Restructuring Documents, do not and will not (ai) conflict with any provision of (i1) any Law, (ii2) the organizational documents of the Borrower, any Restricted Person or any of its Subsidiaries Affiliates, or the General Partner, (iii3) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreement, judgment, license, order or permit applicable to or binding upon the Borrower, any Restricted Person or any of its Restricted Subsidiaries or the General PartnerAffiliates, (b) ii result in the acceleration of any material Indebtedness owed by the Borrower, any Restricted Person or any of its Restricted Subsidiaries or the General PartnerAffiliates, or (c) ii result in or require the creation of any Lien upon any assets or properties of the Borrower, any Restricted Person or any of its Restricted Subsidiaries or Affiliates except as expressly contemplated in the General PartnerLoan Documents. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure Schedule, no permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification with, any Tribunal or third party is required in connection with the execution, delivery or performance by any Restricted Person of any Loan Document or Restructuring Document or to consummate any transactions contemplated by the Loan Documents and the Restructuring Documents. Neither , other than consents, approvals, authorizations or orders that have been obtained or notices given or filings made prior to the Borrower, nor any date hereof and other than various notices or filings required to be given or made following the effectiveness of its Restricted Subsidiaries nor the General Partner is in breach of or in default under any instrument, license or other agreement applicable to or binding upon it, which breach or default has had, or could reasonably be expected to have, a Material Adverse EffectRestructuring Documents.

No Conflicts or Consents. (a) The execution and delivery by the various Restricted Persons of the Loan Documents to which be executed and delivered on or before the Closing Date, and each is a partyother document to be executed and delivered on or before the Closing Date in connection with the Transactions, the performance by consummation of each of its obligations under such Loan Documentsthe transactions herein or therein contemplated, the compliance with each of the terms and provisions hereof or thereof, and the consummation issuance, delivery and performance of the transactions contemplated by the various Loan Documents, Notes do not and will not (ai) conflict with violate any provision of (i) any Lawlaw or any governmental rule or regulation applicable to any of the Parent Guarantor, the Borrower and any Subsidiaries of the Parent Guarantor, the Certificate or Articles of Incorporation, Bylaws or any other organizational document of any of them or any order, judgment or decree of any court or other agency of government binding on any of them, (ii) the organizational documents conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any of the BorrowerParent Guarantor, the Borrower and any Subsidiaries of its Subsidiaries or the General PartnerParent Guarantor which could reasonably be expected to result in a Material Adverse Effect, (iii) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreement, judgment, license, order or permit applicable to or binding upon the Borrower, any of its Restricted Subsidiaries or the General Partner, (b) result in the acceleration of any material Indebtedness owed by the Borrower, any of its Restricted Subsidiaries or the General Partner, or (c) result in or require the creation or imposition of any Lien upon any assets or properties of the Borrower, properties or assets of any of its Restricted the Parent Guarantor, the Borrower and any Subsidiaries or of the General Partner. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure Schedule, no permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification with, Parent Guarantor (other than any Tribunal or third party is required in connection with the execution, delivery or performance by any Restricted Person of any Loan Document or to consummate any transactions contemplated by Liens created under the Loan Documents. Neither the Borrower), nor or (iv) require any approval of equity holders or any approval or consent of any Person under any Contractual Obligation of any of its Restricted the Parent Guarantor, the Borrower and 54 47 any Subsidiaries nor of the General Partner is Parent Guarantor except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in breach of writing to the Lenders or in default under any instrument, license such approvals or other agreement applicable consents the failure to or binding upon it, obtain which breach or default has had, or could not reasonably be expected to have, singly or in the aggregate result in a Material Adverse Effect.

No Conflicts or Consents. The execution and delivery by the various Restricted Persons of the Loan Documents to which each Borrower is a party, the performance by each Borrower of its obligations under such Loan Documents, and the consummation of the transactions contemplated by the various Loan Documents, do not and will not (ai) conflict with any provision of (iA) any Lawapplicable domestic or foreign law, statute, decree, rule or regulation, except where failure to comply therewith would not have a Materially Adverse Effect (iiB) the organizational documents certificate of the incorporation or bylaws, of Borrower, any of its Subsidiaries or the General Partner, (iiiC) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreement, judgment, license, order or permit applicable to or binding upon the Borrower, any of its Restricted Subsidiaries or the General Partner, (bii) result in the acceleration of any material Indebtedness owed by the Debt of Borrower, any of its Restricted Subsidiaries or the General Partner, or (ciii) result in or require the creation of any Lien upon any assets or properties of Borrower except as expressly contemplated in the BorrowerLoan Documents, or (iv) contravene, result in a breach of or constitute a default under any mortgage, deed of trust, lease, promissory note, loan agreement or other material contract or material agreement entered into as of the Effective Date to which Borrower is a party or any of its Restricted Subsidiaries properties may currently be bound or the General Partneraffected. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure ScheduleDocuments, no permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification filing with, any Tribunal court or governmental authority or third party is required in connection with the execution, delivery or performance by any Restricted Person Borrower of any Loan Document or to consummate any transactions contemplated by the Loan Documents. Neither the Borrower, nor any of its Restricted Subsidiaries nor the General Partner is in breach of or in default under any instrument, license or other agreement applicable to or binding upon it, which breach or default has had, or could reasonably be expected to have, a Material Adverse Effect.

No Conflicts or Consents. (i) The execution and delivery by the various Restricted Persons of the Loan Documents and each other document to which each is a partybe executed and delivered in connection with the Transactions, the performance by consummation of each of its obligations under such Loan Documentsthe transactions herein or therein contemplated, the compliance with each of the terms and provisions hereof or thereof, and the consummation issuance, delivery and performance of the transactions contemplated by Notes and the various Loan DocumentsExchange Notes, do not and will not (a) conflict with violate any provision of (i) any Lawlaw or any governmental rule or regulation applicable to any of Holdings, (ii) the Company and its Subsidiaries, the certificate or articles of incorporation or bylaws or other organizational documents or regulations of the Borrower, any of its Subsidiaries them or the General Partnerany order, (iii) judgment or decree of any agreement governing material Indebtedness for borrowed money court or other agency of the Restricted Persons or (iv) any other material agreement, judgment, license, order or permit applicable to or government binding upon the Borrower, on any of its Restricted Subsidiaries them which, in the case of any violation of any provision of any law or any governmental rule or regulation, could reasonably be expected to, singly or in the General Partneraggregate, result in a Material Adverse Effect, (b) conflict with, result in the acceleration a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any material Indebtedness owed by of Holdings, the BorrowerCompany and its Subsidiaries which could reasonably be expected to result in a Material Adverse Effect, any of its Restricted Subsidiaries or the General Partner, or (c) result in or require the creation or imposition of any Lien (other than pursuant to the Security Documents) upon any assets or properties of the Borrower, properties or assets of any of the Company and its Restricted Subsidiaries (other than as permitted by any Security Document), or (d) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of any of Holdings, the General Partner. Except as expressly contemplated in Company and its Subsidiaries, except for such approvals or consents which will be obtained on or before the Loan Documents or Closing Date and disclosed in writing to the Disclosure Schedule, no permit, consent, approval, authorization Lenders or order of, and no notice such approvals or consents the failure to or filing, registration or qualification with, any Tribunal or third party is required in connection with the execution, delivery or performance by any Restricted Person of any Loan Document or to consummate any transactions contemplated by the Loan Documents. Neither the Borrower, nor any of its Restricted Subsidiaries nor the General Partner is in breach of or in default under any instrument, license or other agreement applicable to or binding upon it, obtain which breach or default has had, or could not reasonably be expected to haveto, singly or in the aggregate, result in a Material Adverse Effect.

No Conflicts or Consents. The execution and delivery by the ------------------------ various Restricted Persons of the Loan Documents and Restructuring Documents to which each is a party, the performance by each of its obligations under such Loan Documents and Restructuring Documents, and the consummation of the transactions contemplated by the various Loan Documents and various Restructuring Documents, do not and will not (ai) conflict with any provision of (i1) any Law, (ii2) the organizational documents of the Borrower, any Restricted Person or any of its Subsidiaries Affiliates, or the General Partner, (iii3) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreement, judgment, license, order or permit applicable to or binding upon the Borrower, any Restricted Person or any of its Restricted Subsidiaries or the General PartnerAffiliates, (bii) result in the acceleration of any material Indebtedness owed by the Borrower, any Restricted Person or any of its Restricted Subsidiaries or the General PartnerAffiliates, or (ciii) result in or require the creation of any Lien upon any assets or properties of the Borrower, any Restricted Person or any of its Restricted Subsidiaries or Affiliates except as expressly contemplated in the General PartnerLoan Documents. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure Schedule, no permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification with, any Tribunal or third party is required in connection with the execution, delivery or performance by any Restricted Person of any Loan Document or Restructuring Document or to consummate any transactions 44 contemplated by the Loan Documents and the Restructuring Documents. Neither , other than consents, approvals, authorizations or orders that have been obtained or notices given or filings made prior to the Borrower, nor any date hereof and other than various notices or filings required to be given or made following the effectiveness of its Restricted Subsidiaries nor the General Partner is in breach of or in default under any instrument, license or other agreement applicable to or binding upon it, which breach or default has had, or could reasonably be expected to have, a Material Adverse EffectRestructuring Documents.

No Conflicts or Consents. The Except as disclosed in the Disclosure Schedule, the execution and delivery by the various Restricted Persons of the Loan Documents to which each is a party, the performance by each of its obligations under such Loan Documents, and the consummation of the transactions contemplated by the various Loan Documents, do not and will not (a) conflict with any provision of (i) any Law, (ii) the organizational documents of the Borrower, any of its Subsidiaries Related Person or the General Partner, (iii) or any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreement, judgment, license, order or permit applicable to or binding upon the Borrower, any of its Restricted Subsidiaries Related Person or the General Partner, (b) result in the acceleration of any material Indebtedness owed by the Borrower, any of its Restricted Subsidiaries Related Person or the General Partner, or (c) result in or require the creation of any Lien upon any assets or properties of any Related Person except as expressly contemplated in the Borrower, any of its Restricted Subsidiaries or the General PartnerLoan Documents. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure ScheduleSchedule and except that any exercise by the Lenders of their respective rights and remedies with respect to the Collateral or any other action taken or proposed to be taken by the Lenders hereunder or under the other Loan Documents that would result in a change of control of any PUC Restricted Subsidiary shall be subject to such filings with and prior approval by the applicable PUC as may be required in respect of a regulated utility under such agency's regulations, no permit, consent, approval, authorization or order of, and no notice to or filing, 42 registration or qualification with, any Tribunal or third party is required in connection with the execution, delivery or performance by any Restricted Person of any Loan Document or to consummate any transactions contemplated by the Loan Documents. Neither the Borrower, nor any of its Restricted Subsidiaries nor the General Partner is in breach of or in default under any instrument, license or other agreement applicable to or binding upon it, which breach or default has had, or could reasonably be expected to have, a Material Adverse Effect.

No Conflicts or Consents. The execution and delivery by the various Restricted Persons of the Loan Documents to which each is a party, the performance by each of its obligations under such Loan Documents, and the consummation of the transactions contemplated by the various Loan Documents, do not and will not (a) conflict with any provision of (i) any Law, (ii) the organizational documents of the Borrower, any of its Subsidiaries or the General Partner, (iii) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material -45- agreement, judgment, license, order or permit applicable to or binding upon the Borrower, any of its Restricted Subsidiaries or the General Partner, (b) result in the acceleration of any material Indebtedness owed by the Borrower, any of its Restricted Subsidiaries or the General Partner, or (c) result in or require the creation of any Lien upon any assets or properties of the Borrower, any of its Restricted Subsidiaries or the General Partner. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure Schedule, no permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification with, any Tribunal or third party is required in connection with the execution, delivery or performance by any Restricted Person of any Loan Document or to consummate any transactions contemplated by the Loan Documents. Neither the Borrower, nor any of its Restricted Subsidiaries nor the General Partner is in breach of or in default under any instrument, license or other agreement applicable to or binding upon it, which breach or default has had, or could reasonably be expected to have, a Material Adverse Effect.

No Conflicts or Consents. The execution and delivery by the various Restricted Persons each Credit Party of the Loan Documents to which each it is a party, the performance by such Credit Party of each of its obligations under such Loan Documents, including the borrowings hereunder and the use of proceeds thereof, and the consummation of the transactions contemplated by the various Loan Documents, do not and will not (a) in any material respect conflict with with, violate or result in a breach of any provision of (i) any LawGovernmental Requirement, (ii) the organizational documents Organizational Documents of the Borrowerany Credit Party, any of its Subsidiaries or the General Partner, (iii) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreement, mortgage, indenture, instrument, document, contract, judgment, license, order order, permit or permit other obligation applicable to or binding upon the Borrower, any of its Restricted Subsidiaries or the General PartnerCredit Party, (b) result in the acceleration of any material Indebtedness owed by the Borrower, any of its Restricted Subsidiaries or the General Partner, Credit Party or (c) result in or require the creation or imposition of any Lien upon any assets assets, properties or properties revenues of the Borrowerany Credit Party, any of its Restricted Subsidiaries or the General Partner. Except except as expressly contemplated or permitted in the Loan Documents. Except (i) as expressly contemplated by the Loan Documents and (ii) such as have been obtained or disclosed made and are in the Disclosure Schedulefull force and effect, no permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification filing with, or other act by or in respect of, any Tribunal Governmental Authority or third party any other Person is required on the part of or in respect of a Credit Party in connection with the borrowings hereunder or the execution, delivery or performance by any Restricted Person Credit Party of any Loan Document or to consummate any transactions contemplated by the Loan Documents. Neither , except as provided in the Borrower, nor any Existing Credit Agreement and the other Existing Credit Documents pending payment in full of its Restricted Subsidiaries nor the General Partner is in breach of or in default under any instrument, license or other agreement applicable to or binding upon it, which breach or default has had, or could reasonably be expected to have, a Material Adverse EffectExisting Indebtedness on the Closing Date.

No Conflicts or Consents. The execution and delivery by the various Restricted Persons each Loan Party of the Loan Documents to which each it is a party, the performance by each Loan Party of its respective obligations under such Loan Documents, and the consummation of the transactions contemplated by the various Loan Documents, do not and will not (ai) conflict with any provision of (i1) any Law, (ii2) the organizational documents of the Borrower, such Loan Party or any of its Subsidiaries or the General Partner, or (iii3) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreementContractual Obligation, judgment, license, order or permit applicable to or binding upon the Borrowersuch Loan Party, any of its Restricted Subsidiaries Subsidiary or the any General Partner, (bii) result in the acceleration of any material Indebtedness owed by the Borrowerany Loan Party, any of its Restricted Subsidiaries Subsidiaries, any of its Unrestricted Subsidiaries, or the any General Partner, or (ciii) result in or require the creation of any Lien upon any assets or properties of the Borrowerany Loan Party, any of its Restricted Subsidiaries or the any General Partner, except, in each case, with respect to the preceding clauses (i) through (iii), as could not reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure Schedule, no permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification with, any Tribunal or third party is required in connection with the execution, delivery or performance by any Restricted Person Loan Party of any Loan Document or to consummate any transactions contemplated by the Loan Documents. Neither the Borrower, nor No Loan Party or any of its Restricted Subsidiaries nor the General Partner Subsidiary is in breach of or in default under any instrument, license or other agreement applicable to or binding upon itsuch entity, which breach or default has had, or could reasonably be expected to have, have a Material Adverse Effect.

No Conflicts or Consents. The execution and delivery by each of the various Restricted Persons of the Loan Documents to which each is a party, the performance by each of the Restricted Persons of its obligations under such Loan Documents, including the borrowings hereunder and the use of proceeds thereof, and the consummation of the transactions contemplated by the various Loan Documents, Documents do not and will not (a) conflict with with, violate, or result in a breach of any provision of (i) in any Lawmaterial respect, any applicable Governmental Requirement, (ii) the organizational documents Organizational Documents of the Borrowerany Restricted Person, any of its Subsidiaries or the General Partner, (iii) except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreement, mortgage, indenture, instrument, document, contract, judgment, license, order order, permit, or permit other obligation applicable to or binding upon the Borrower, any Restricted Person or affecting any of its Restricted Subsidiaries or the General PartnerCollateral, (b) result in the acceleration of any material Material Indebtedness owed by the Borrower, any of its Restricted Subsidiaries or the General PartnerPerson, or (c) result in or require the creation or imposition of any Lien upon any assets assets, properties, or properties revenues of any Restricted Person, except as expressly contemplated or permitted in the Borrower, any of its Restricted Subsidiaries or the General PartnerLoan Documents. Except (i) as expressly contemplated in the Loan Documents and (ii) such as have been obtained or disclosed made and are in the Disclosure Schedulefull force and effect, no permit, consent, approval, authorization authorization, or order of, and no notice to or filing, registration or qualification filing with, or other act by or in respect of, any Tribunal Governmental Authority or third party any other Person is required on the part of or in respect of a Restricted Person in connection with the borrowings hereunder or the execution, delivery delivery, or performance by any Restricted Person of any Loan Document or to consummate any transactions contemplated by the Loan Documents. Neither the Borrower, nor any of its Restricted Subsidiaries nor the General Partner is in breach of except for those third party approvals or in default under any instrumentconsents which, license if not made or other agreement applicable to or binding upon itobtained, which breach or default has hadwould not cause a Default hereunder, or could not reasonably be expected to have, have a Material Adverse EffectChange or do not have an adverse effect on the enforceability of the Loan Documents.

No Conflicts or Consents. The execution and delivery of this Agreement by the various Restricted Persons of the Loan Documents to which each is a party, the performance by each of its obligations under such Loan DocumentsParent and Purchaser does not, and the consummation of the transactions contemplated hereby and compliance by the various Loan DocumentsParent and Purchaser with any provisions herein will not, do not and will not (a) violate, contravene or conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (ior other similar governing documents) any Law, (ii) the organizational documents of the Borrower, any of its Subsidiaries Parent or the General Partner, (iii) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreement, judgment, license, order or permit applicable to or binding upon the Borrower, any of its Restricted Subsidiaries or the General PartnerPurchaser, (b) result in the acceleration of require any material Indebtedness owed by the Borrower, any of its Restricted Subsidiaries or the General Partner, or (c) result in or require the creation of any Lien upon any assets or properties of the Borrower, any of its Restricted Subsidiaries or the General Partner. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure Schedule, no permit, consent, approval, authorization or order permit of, or filing with or notification to, any Governmental Authority on the part of Parent or Purchaser, except for compliance with the applicable requirements of the Securities Act, the Exchange Act or any other United States securities laws or the rules and no notice to or filingregulations promulgated thereunder, registration or qualification (c) violate, conflict with, or result in a breach of any Tribunal provisions of, or third party is required require any consent, waiver or approval or result in connection a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the executiongiving of notice, delivery the passage of time or performance by otherwise, would constitute a default or give rise to any Restricted Person such right) under any of the terms, conditions or provisions of any Loan Document Contract to which Parent or to consummate Purchaser is a party, or (d) violate any transactions contemplated by the Loan Documents. Neither the Borrower, nor any of its Restricted Subsidiaries nor the General Partner is in breach of or in default under any instrument, license or other agreement law applicable to Parent or binding upon itPurchaser, which breach or default has hadexcept, or could in each case of the foregoing clauses (a) through (d), as would not reasonably be expected to have, a Material Adverse Effectprevent or materially delay or impair the consummation by Parent or Purchaser of the transactions contemplated by this Agreement or otherwise materially impair Parent’s or Purchaser’s ability to timely perform its respective obligations hereunder.

No Conflicts or Consents. The Except as disclosed in the Disclosure Schedule, the execution and delivery by the various Restricted Persons of the Loan Documents to which each is a party, the performance by each of its obligations under such Loan Documents, and the consummation of the transactions contemplated by the various Loan Documents, do not and will not (a) conflict with any provision of (i) any Law, (ii) the organizational documents of the Borrower, any of its Subsidiaries Related Person or the General Partner, (iii) or any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreement, judgment, license, order or permit applicable to or binding upon the Borrower, any of its Restricted Subsidiaries Related Person or the General Partner, (b) result in the acceleration of any material Indebtedness owed by the Borrower, any of its Restricted Subsidiaries Related Person or the General Partner, or (c) result in or require the creation of any Lien upon any assets or properties of any Related Person except as expressly contemplated in the Borrower, any of its Restricted Subsidiaries or the General PartnerLoan Documents. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure ScheduleSchedule and except that any exercise by the Lenders of their respective rights and remedies with respect to the Collateral or any other action taken or proposed to be taken by the Lenders hereunder or under the other Loan Documents that would result in a change of control of any PUC Restricted Subsidiary shall be subject to such filings with and prior approval by the applicable PUC as may be required in respect of a regulated utility under such agency's regulations, no permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification with, any Tribunal or third party is required in connection with the execution, delivery or performance by any Restricted Person of any Loan Document or to consummate any transactions contemplated by the Loan Documents. Neither the Borrower, nor any of its Restricted Subsidiaries nor the General Partner is in breach of or in default under any instrument, license or other agreement applicable to or binding upon it, which breach or default has had, or could reasonably be expected to have, a Material Adverse Effect.