The execution, delivery and performance by Manager of this Agreement and by Manager, if a party thereto, of the Related Contracts, and the consummation of the transactions contemplated by this Agreement and the Related Contracts, including providing the Services, do not, (A) violate in any material respect any provision of any Legal Requirement applicable to Manager, or violate its organizational documents or any order, judgment or decree of any court or other Governmental Authority binding Manager; (B) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contract or agreement to which Manager is a party or by which its assets are bound; (C) result in or require the creation or imposition of any Lien upon any of the properties or assets of Manager or result in the acceleration of any indebtedness owed by Manager; (D) result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any Permit material to Manager’s operations or any of its properties; or (E) require any approval of equity holders or any approval or consent of any Person under any contractual obligation or the organizational document of Manager, except for such approvals or consents which have been obtained or otherwise contemplated by this Agreement.