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.

No Conflicts. Neither the execution and delivery by such Member of this Agreement, nor the performance by such Member under this Agreement will # violate, conflict with or result in a breach of any provision of the governing documents of such Member; # require any consent or approval of any counterparty to, or violate or result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, any material agreement or arrangement to which it is a party or by which it is, or its assets are, bound; # result in the creation of an Encumbrance (other than pursuant to Section 3.10) upon or require the sale or give any Person the right to acquire any of the assets of such Member; or # violate or conflict with any law applicable to such Member.