Except as set forth in [Schedule 5.6], # no consent, approval or authorization of, or declaration, filing or registration with, any governmental body is required for the execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party or for the consummation by the Company of the transactions contemplated hereby and thereby and # no consent, approval or authorization of any third party is required for the execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby.

Approvals and Consents. The execution, delivery, and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby require no consent or approval on the part of the Purchaser except for such consents or approvals that have been obtained by the Purchaser.

Requisite Regulatory Approvals. All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

Mitchell Plant Approvals. The Mitchell Plant Approvals shall have been duly obtained, and such approvals shall have become Final Orders.

No Conflict, Approvals. The execution and delivery of this Agreement does not and will not, and the performance of the Services will not: # violate or conflict with the charter documents of either of WECTEC or Westinghouse, # to the best of Service Provider’s knowledge, conflict with or result in a violation of any permit, concession, franchise or license or any law, rule or regulation applicable to Service Provider or any of its properties or assets, except, in the case of clause (2), for any such breaches, conflicts or violations that would not reasonably be expected to have a material adverse effect on Service Provider and would not impair the ability of Service Provider to perform its obligations under this Agreement.

No Conflict, Approvals. The execution and delivery of this Agreement does not and will not, and the performance of its obligations hereunder will not, # violate or conflict with the charter documents of Owners, or # subject to the consents specified in Section 3.2, constitute a breach or default (or an event that with notice or lapse of time or both would become a breach or default) or give rise to any lien, third party right of termination, cancellation, material modification or acceleration, or loss of any benefit, under any contract to which Owners is a party or by which it is bound, or # conflict with or result in a violation of any permit, concession, franchise or license or any law, rule or regulation applicable to Owners, except, in the case of clauses (2) and (3), for any such breaches, conflicts or violations that would not reasonably be expected to have a material adverse effect on Owners and would not impair the ability of Owners to perform its obligations under this Agreement.

Approvals and Authorizations. Maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign Loan Party is organized and existing, and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection with the Loan Documents.

Consents and Approvals. All third party consents with respect to the consummation of the transactions contemplated by this Agreement set forth on [Exhibit F] shall have been received and shall be reasonably satisfactory in form and substance to the Bank in its sole discretion.

Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired.

“Material Adverse Change” means any material adverse change in the business, assets, operations or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole.