Common use of Compliance with Laws, Other Instruments, Etc Clause in Contracts

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Guarantor of this Guaranty Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which the Guarantor or any of its Subsidiaries is bound or by which the Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor or any of its Subsidiaries or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America or any State or other political subdivision thereof, or (ii) any other jurisdiction in which the Guarantor or any of its Subsidiaries conducts all or any part of its business, or which asserts jurisdiction over any properties of the Guarantor or any of its Subsidiaries, or (y) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by of the Guarantor Borrower and the Guarantor, as applicable of this Guaranty Agreement Agreement, the Term Note and the other Loan Documents will not not: (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Borrower, the Guarantor or any of its their Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documentscorporate charter or bylaws, or any other agreement or instrument to which the Guarantor or any of its Subsidiaries is bound or by which Borrower, the Guarantor or any of its their Subsidiaries or any of their respective properties may be bound or affected, is bound; (b) conflict with or result in a breach of any of the terms, conditions or provisions of any material order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority governmental authority applicable to the Borrower, the Guarantor or any of its Subsidiaries or their Subsidiaries; (c) violate any provision of any statute or other rule or regulation of any Governmental Authority governmental authority applicable to the Borrower, the Guarantor or any of its their Subsidiaries. “Governmental Authority” means ; or (xd) violate the government articles of (i) the United States incorporation, articles of America organization, certificate of limited partnership, bylaws, partnership agreement or any State operating agreement, or other political subdivision thereofdocuments of formation, or (ii) any other jurisdiction in which of the Borrower, the Guarantor or any of its Subsidiaries conducts all or any part of its business, or which asserts jurisdiction over any properties of the Guarantor or any of its their Subsidiaries, or (y) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

Compliance with Laws, Other Instruments, Etc. (a) The execution, delivery and performance by the Guarantor Issuer of this Guaranty Agreement and the Notes will not (ai) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor Issuer or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, note purchase or credit agreement, lease, organizational documentsOrganization Document, or any other Material agreement or instrument to which the Guarantor Issuer or any of its Subsidiaries such Subsidiary is bound or by which the Guarantor Issuer or any of its Subsidiaries such Subsidiary or any of their respective properties may be bound or affected, (bii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor Issuer or any such Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority, including the USA Patriot Act, applicable to the Issuer or any such Subsidiary. (b) The execution, delivery and performance by the MLP of the Parent Guaranty and this Agreement will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the MLP under, any agreement or Organization Document to which the MLP is bound or by which the MLP or any of its Subsidiaries properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the MLP or (ciii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America or any State or other political subdivision thereof, or (ii) any other jurisdiction in which the Guarantor or any of its Subsidiaries conducts all or any part of its business, or which asserts jurisdiction over any properties of the Guarantor or any of its Subsidiaries, or (y) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such governmentMLP.

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Guarantor of this Guaranty Guarantee Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor or any of its Subsidiaries under, any material indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documents, or any other material agreement or instrument to which the Guarantor or any of its Subsidiaries is bound or by which the Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor or any of its Subsidiaries or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America or any State or other political subdivision thereof, or (ii) any other jurisdiction in which the Guarantor or any of its Subsidiaries conducts all or any part of its business, or which asserts jurisdiction over any properties of the Guarantor or any of its Subsidiaries, or (y) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Guarantor Company of this Guaranty Agreement and the Notes will not (ai) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor Company or any of its Subsidiaries Restricted Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit Material agreement, leaseor corporate charter or By-Laws, organizational documents, or any other agreement or instrument to which the Guarantor Company or any of its Subsidiaries Restricted Subsidiary is bound or by which the Guarantor Company or any of its Subsidiaries Restricted Subsidiary or any of their respective properties may be bound or affected, (bii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor Company or any of its Subsidiaries Restricted Subsidiary or (ciii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Restricted Subsidiary. The execution, delivery and performance by each Subsidiary Guarantor of the Subsidiary Guaranty will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Subsidiary Guarantor under, any agreement, or corporate charter or by-laws, to which such Subsidiary Guarantor is bound or by which such Subsidiary Guarantor or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America properties may be bound or any State or other political subdivision thereofaffected, or (ii) conflict with or result in a breach of any other jurisdiction in which of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Subsidiary Guarantor or (iii) violate any provision of its Subsidiaries conducts all any statute or other rule or regulation of any part of its business, or which asserts jurisdiction over any properties of the Guarantor or any of its Subsidiaries, or (y) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any Governmental Authority applicable to such governmentSubsidiary Guarantor.

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the such Guarantor of this Guaranty Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the such Guarantor or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which the such Guarantor or any of its Subsidiaries is bound or by which the such Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the such Guarantor or any of its Subsidiaries or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the such Guarantor or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America or any State or other political subdivision thereof, or (ii) any other jurisdiction in which the such Guarantor or any of its Subsidiaries conducts all or any part of its business, or which asserts jurisdiction over any properties of the such Guarantor or any of its Subsidiaries, or (y) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Guarantor of this Guaranty Guarantee Agreement will not not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which the Guarantor or any of its Subsidiaries is bound or by which the Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor or any of its Subsidiaries or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America or any State or other political subdivision thereof, or (ii) any other jurisdiction in which the Guarantor or any of its Subsidiaries conducts all or any part of its business, or which asserts jurisdiction over any properties of the Guarantor or any of its Subsidiaries, or (y) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Guarantor of this Guaranty Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documents, or any other material agreement or material instrument to which the Guarantor or any of its Subsidiaries is bound or by which the Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, ; (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor or any of its Subsidiaries Subsidiaries; or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America or any State or other political subdivision thereof, or (ii) any other jurisdiction in which the Guarantor or any of its Subsidiaries conducts all or any part of its business, or which asserts jurisdiction over any properties of the Guarantor or any of its Subsidiaries, or (y) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Guarantor Company of this Guaranty Agreement and the Series 2018 Notes will not (ai) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor Company or any of its Subsidiaries Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documentscorporate charter or by-laws, or any other agreement or instrument to which the Guarantor Company or any of its Subsidiaries Subsidiary is bound or by which the Guarantor Company or any of its Subsidiaries Subsidiary or any of their respective properties may be bound or affected, (bii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor Company or any of its Subsidiaries Subsidiary or (ciii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary. The execution, delivery and performance by each Subsidiary Guarantor of the Subsidiary Guaranty will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Subsidiary Guarantor under, any agreement, or corporate charter or by-laws, to which such Subsidiary Guarantor is bound or by which such Subsidiary Guarantor or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America properties may be bound or any State or other political subdivision thereofaffected, or (ii) conflict with or result in a breach of any other jurisdiction in which of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Subsidiary Guarantor or (iii) violate any provision of its Subsidiaries conducts all any statute or other rule or regulation of any part of its business, or which asserts jurisdiction over any properties of the Guarantor or any of its Subsidiaries, or (y) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any Governmental Authority applicable to such governmentSubsidiary Guarantor.

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Guarantor of this Guaranty Guarantee Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which the Guarantor or any of its Subsidiaries is bound or by which the Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor or any of its Subsidiaries or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America or any State or other political subdivision thereof, or (ii) any other jurisdiction in which the Guarantor or any of its Subsidiaries conducts all or any part of its business, or which asserts jurisdiction over any properties of the Guarantor or any of its Subsidiaries, or (y) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.. A/75911970.4

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the such Guarantor of this Subsidiary Guaranty Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the such Guarantor or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which the such Guarantor or any of its Subsidiaries is bound or by which the such Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the such Guarantor or any of its Subsidiaries or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the such Guarantor or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America or any State or other political subdivision thereof, or (ii) any other jurisdiction in which the such Guarantor or any of its Subsidiaries conducts all or any part of its business, or which asserts jurisdiction over any properties of the such Guarantor or any of its Subsidiaries, or (y) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Guarantor Company of this Guaranty Agreement and the Series 2011 Notes will not (ai) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor Company or any of its Subsidiaries Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documentscorporate charter or by-laws, or any other agreement or instrument to which the Guarantor Company or any of its Subsidiaries Subsidiary is bound or by which the Guarantor Company or any of its Subsidiaries Subsidiary or any of their respective properties may be bound or affected, (bii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor Company or any of its Subsidiaries Subsidiary or (ciii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary. The execution, delivery and performance by each Subsidiary Guarantor of the Subsidiary Guaranty will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Subsidiary Guarantor under, any agreement, or corporate charter or by-laws, to which such Subsidiary Guarantor is bound or by which such Subsidiary Guarantor or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America properties may be bound or any State or other political subdivision thereofaffected, or (ii) conflict with or result in a breach of any other jurisdiction in which of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Subsidiary Guarantor or (iii) violate any provision of its Subsidiaries conducts all any statute or other rule or regulation of any part of its business, or which asserts jurisdiction over any properties of the Guarantor or any of its Subsidiaries, or (y) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any Governmental Authority applicable to such governmentSubsidiary Guarantor.

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Guarantor of this Guaranty Guarantee Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which the Guarantor or any of its Subsidiaries is bound or by which the Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor or any of its Subsidiaries or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America or any State or other political subdivision thereof, or (ii) any other jurisdiction in which the Guarantor or any of its Subsidiaries conducts all or any part of its business, or which asserts jurisdiction over any properties of the Guarantor or any of its Subsidiaries, or (y) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.. A/75912253.3

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Guarantor of this Guaranty Guarantee Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which the Guarantor or any of its Subsidiaries is bound or by which the Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor or any of its Subsidiaries or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor or any of its Subsidiaries. “"Governmental Authority” " means (x) the government of (i) the United States of America or any State or other political subdivision thereof, or (ii) any other jurisdiction in which the Guarantor or any of its Subsidiaries conducts all or any part of its business, or which asserts jurisdiction over any properties of the Guarantor or any of its Subsidiaries, or (y) any entity exercising executive, legislative, judicialjudicial , regulatory or administrative functions of, or pertaining to, any such government.

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Guarantor Company of this Guaranty Agreement and the Series 1997-A Notes will not (ai) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor Company or any of its Subsidiaries Restricted Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit Material agreement, leaseor corporate charter or By-Laws, organizational documents, or any other agreement or instrument to which the Guarantor Company or any of its Subsidiaries Restricted Subsidiary is bound or by which the Guarantor Company or any of its Subsidiaries Restricted Subsidiary or any of their respective properties may be bound or affected, (bii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor Company or any of its Subsidiaries Restricted Subsidiary or (ciii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor Company or any Restricted Subsidiary. The execution, delivery and performance by ▇▇▇▇▇▇ Wire of the ▇▇▇▇▇▇ Wire Guaranty will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of ▇▇▇▇▇▇ Wire under, any Material agreement, or corporate charter or By-Laws, to which ▇▇▇▇▇▇ Wire is bound or by which ▇▇▇▇▇▇ Wire or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America properties may be bound or any State or other political subdivision thereofaffected, or (ii) any other jurisdiction conflict with or result in which the Guarantor or a breach of any of its Subsidiaries conducts all the terms, conditions or provisions of any part of its businessorder, judgment, decree, or which asserts jurisdiction over ruling of any properties of the Guarantor court, arbitrator or any of its Subsidiaries, Governmental Authority applicable to ▇▇▇▇▇▇ Wire or (y) iii)violate any entity exercising executive, legislative, judicial, regulatory provision of any statute or administrative functions of, other rule or pertaining to, regulation of any such governmentGovernmental Authority applicable to ▇▇▇▇▇▇ Wire.

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the such Guarantor of this Guaranty Guarantee Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the such Guarantor or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which the such Guarantor or any of its Subsidiaries is bound or by which the such Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the such Guarantor or any of its Subsidiaries or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the such Guarantor or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America or any State or other political subdivision thereof, or (ii) any other jurisdiction in which the such Guarantor or any of its Subsidiaries conducts all or any part of its business, or which asserts jurisdiction over any properties of the such Guarantor or any of its Subsidiaries, or (y) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Guarantor Company of this Guaranty Agreement and the Series 1997-A Notes will not (ai) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor Company or any of its Subsidiaries Restricted Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit Material agreement, leaseor corporate charter or By-Laws, organizational documents, or any other agreement or instrument to which the Guarantor Company or any of its Subsidiaries Restricted Subsidiary is bound or by which the Guarantor Company or any of its Subsidiaries Restricted Subsidiary or any of their respective properties may be bound or affected, (bii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor Company or any of its Subsidiaries Restricted Subsidiary or (ciii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor Company or any Restricted Subsidiary. The execution, delivery and performance by Be▇▇▇▇ ▇ire of the Be▇▇▇▇ ▇ire Guaranty will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of Belden Wire under, any Material agreement, or corporate charter or By-Laws, to which Be▇▇▇▇ ▇ire is bound or by which Be▇▇▇▇ ▇ire or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America properties may be bound or any State or other political subdivision thereofaffected, or (ii) any other jurisdiction conflict with or result in which the Guarantor or a breach of any of its Subsidiaries conducts all the terms, conditions or provisions of any part of its businessorder, judgment, decree, or which asserts jurisdiction over ruling of any properties of the Guarantor court, arbitrator or any of its Subsidiaries, Governmental Authority applicable to Be▇▇▇▇ ▇ire or (yiii) violate any entity exercising executive, legislative, judicial, regulatory provision of any statute or administrative functions of, other rule or pertaining to, regulation of any such governmentGovernmental Authority applicable to Be▇▇▇▇ ▇ire.

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Guarantor of this Guaranty Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which the Guarantor or any of its Subsidiaries is bound or by which the Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor or any of its Subsidiaries or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America or any State or other political subdivision thereof, thereof or (ii) any other jurisdiction in which the Guarantor or any of its Subsidiaries conducts all or any part of its business, business or which that asserts jurisdiction over any properties of the Guarantor or any of its Subsidiaries, Subsidiaries or (y) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Guarantor Company and the Parent of this Guaranty Agreement and by the Company of the Series 2006-A Notes will not (ai) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor Parent or any of its Subsidiaries Subsidiary, including the Company, under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documentscorporate charter or by-laws, or any other Material agreement or instrument to which the Guarantor Parent or any of its Subsidiaries Subsidiary, including the Company, is bound or by which the Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (bii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor Parent or any of its Subsidiaries Subsidiary, including the Company, or (ciii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Parent or any Subsidiary, including the Company. The execution, delivery and performance by each of the Parent and each Subsidiary Guarantor of the Guaranty to which it is a party will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Parent or such Subsidiary Guarantor under, any agreement, or corporate charter or by-laws, to which the Parent or such Subsidiary Guarantor is bound or by which the Parent or such Subsidiary Guarantor or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America their properties may be bound or any State or other political subdivision thereofaffected, or (ii) conflict with or result in a breach of any other jurisdiction in which of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Parent or such Subsidiary Guarantor or (iii) violate any provision of its Subsidiaries conducts all any statute or other rule or regulation of any part of its business, Governmental Authority applicable to the Parent or which asserts jurisdiction over any properties of the Guarantor or any of its Subsidiaries, or (y) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such governmentSubsidiary Guarantor.

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Guarantor of this Guaranty Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which the Guarantor or any of its Subsidiaries is bound or by which the Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, ; (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor or any of its Subsidiaries Subsidiaries; or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America or any State or other political subdivision thereof, or (ii) any other jurisdiction in which the Guarantor or any of its Subsidiaries conducts all or any part of its business, or which asserts jurisdiction over any properties of the Guarantor or any of its Subsidiaries, or (y) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Guarantor of this Guaranty Guarantee Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which the Guarantor or any of its Subsidiaries is bound or by which the Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor or any of its Subsidiaries or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America or any State or other political subdivision thereof, or (ii) any other jurisdiction in which the Guarantor or any of its Subsidiaries conducts all or any part of its business, or which asserts jurisdiction over any properties of the Guarantor or any of its Subsidiaries, or (y) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.. A/75912073.3