The execution and delivery by such Borrower of the Loan Documents, the consummation of the transactions therein contemplated and compliance with the provisions thereof (i) do not require any consent or approval of, registration or filing with or any other action by any governmental authority, except such as (x) have been or will be, on or prior to the time required, obtained or made and are or will be, as applicable, in full force and effect or (y) the failure to have obtained or made which would not reasonably be expected to result in a Material Adverse Effect, (ii) will not violate (a) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower or any of its Subsidiaries the violation of which is known to, or would reasonably be expected to, have a Material Adverse Effect with respect to such Borrower, (b) such Borrower’s or any Subsidiary’s (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, (c) the provisions of (x) the Union Electric Credit Agreement or (y) any indenture or the material provisions of any material instrument or any material agreement to which such Borrower or any of its Subsidiaries is a party or is subject, or by which it or its Property is bound, which in the case of the immediately preceding clause (y) is known to, or would reasonably be expected to, have a Material Adverse Effect with respect to such Borrower or a material adverse effect on the priority of the claims of the Agent or the Lenders hereunder or constitute an Event of Default hereunder or (d) will not result in or require the creation or imposition of any Lien in, of or on the Property of such Borrower or any of its Subsidiaries pursuant to the terms of the Union Electric Credit Agreement or any such indenture, instrument or agreement, in each case other than a Lien which would not be prohibited hereunder.