Common use of Compliance with Other Instruments, etc Clause in Contracts

Compliance with Other Instruments, etc. (a) On the Closing Date, none of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries will be in violation of (i) any provision of its certificate or articles of incorporation or other Organization Documents, (ii) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement or (iii) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except (in the case of clauses (ii) and (iii) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (b) The execution, delivery and performance by each of the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a party, and the completion of the transactions contemplated by this Agreement will not, (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (ii) result in the creation of (or impose any express obligation on the part of the Borrower to create) any Lien not permitted by Section 8.3.

Compliance with Other Instruments, etc. (a) On the Closing Date, none of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries will be in violation of (i) any provision of its certificate or articles of incorporation or other Organization Documents, (ii) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement bound or (iii) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except (in the case of clauses (ii) and (iii) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (b) The execution, delivery and performance by each of the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a party, and the completion of the transactions contemplated by this Agreement will not, not (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (ii) result in the creation of (or impose any express obligation on the part of the Borrower to create) any Lien not permitted by Section 8.3.

Compliance with Other Instruments, etc. (a) On the Closing Date, none of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries will be in violation of (i) any provision of its certificate or articles of incorporation or other Organization Documents, (ii) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note AgreementAgreements, and the Existing Credit Agreement or (iii) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except (in the case of clauses (ii) and (iii) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (b) The execution, delivery and performance by each of the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a party, and the completion of the transactions contemplated by this Agreement will not, and the release of the Liens securing the Parity Debt (as defined in the Collateral Agency Agreement) did not (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit AgreementAgreements, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (ii) result in the creation of (or impose any express obligation on the part of the Borrower to create) any Lien not permitted by Section 8.3.

Compliance with Other Instruments, etc. (a) On the Closing Restatement Effective Date, none of the BorrowerCompany, the General Partner, Petrolane or any of their respective Subsidiaries will be in violation of (i) any provision of its certificate or articles of incorporation or other Organization Documents, (ii) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement bound or (iii) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except (in the case of clauses (ii) and (iii) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (b) The execution, delivery and performance by each of the BorrowerCompany, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a party, and the completion of the transactions contemplated by this Agreement will not, not (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the BorrowerCompany, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the BorrowerCompany, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (ii) result in the creation of (or impose any express obligation on the part of the Borrower Borrowers to create) any Lien not permitted by Section 8.3.

Compliance with Other Instruments, etc. (a) On the Closing Datedate of the Closing, immediately prior to the completion of any of the transactions contemplated by this Agreement, none of the BorrowerCompany, the General Partner, Petrolane or any of their respective Restricted Subsidiaries will be in violation of (i) any provision of its certificate or articles of incorporation or other Organization Documentsconstitutive documents or its by-laws, (ii) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement bound or (iii) any applicable law, ordinance, rule Rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except (in the case of clauses (ii) and (iii) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement.reasonable (b) The execution, delivery and performance by each of the BorrowerCompany and the General Partner of this Agreement, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement Notes and the other Loan Financing Documents and Operative Agreements to which it is a party, and the completion of the transactions contemplated by this Agreement will not, not (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents constitutive documents or by-laws of the BorrowerCompany, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule Rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the BorrowerCompany, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (ii) result in the creation of (or impose any express obligation on the part of the Borrower Company to create) any Lien not permitted by SECTION 10.2. (c) Upon giving effect to the issuance of the Notes on the date of Closing, no Note shall be "in default," as that term is used in Section 8.31405(a)(2) of the New York Insurance Law. Each Obligor is, and upon giving effect to the issuance of the Notes on the date of Closing will be, a "solvent institution," as that term is used in Section 1405 of the New York Insurance Law, whose "obligations .... are not in default as to principal or interest," as those terms are used in said Section 1405(c).

Compliance with Other Instruments, etc. Solvency. (ai) On the Closing Date, none immediately prior to the completion of the Borrowertransactions contemplated by this Agreement, the General PartnerNotes, Petrolane or the other Loan Documents and the Operative Agreements), neither the Borrower nor any of their respective the Subsidiaries of the Borrower will be in violation of (ia) any provision of its certificate or articles of incorporation or other Organization Documentsconstitutive documents or its by-laws, (iib) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement bound or (iiic) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, Authority except (in the case of clauses (iib) and (iiic) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (bii) The execution, delivery and performance by each of the Borrowerthis Agreement, the General PartnerNotes, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a partyand the Operative Agreements, and the completion of the transactions contemplated by the Registration Statement to occur prior to the Closing Date (including without limitation the transactions contemplated by this Agreement Agreement, the Notes, the other Loan Documents and the Operative Agreements) will not, (i) not violate (xa) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents constitutive documents or by-laws of the Borrower, the General Partner, Petrolane Partner or any of their respective Subsidiariesthe Subsidiaries of the Borrower, (yb) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (zc) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane Partner or any of their respective the Subsidiaries of the Borrower is a party or by which any of its properties is bound. (iii) Upon completion of the transactions contemplated by this Agreement, includingthe Notes, without limitation the First Mortgage Note Agreement other Loan Documents and the Existing Credit AgreementOperative Agreements), except none of the Borrower, the General Partner or any Subsidiary of the Borrower shall (a) be insolvent, (b) be engaged or about to engage in business or a transaction at a time the case Borrower, the General Partner or any Subsidiary of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of Borrower could be viewed as having a Material Adverse Effectunreasonably small capital, or (iic) result in the creation of (intend to incur, or impose any express obligation on the part of the Borrower believe that it would incur, debts that would be beyond its ability to create) any Lien not permitted by Section 8.3pay as such debts matured.

Compliance with Other Instruments, etc. (a) On the Closing Datedate of the Closing, immediately prior to the completion of any of the transactions contemplated by this Agreement, none of the BorrowerCompany, the General Partner, Petrolane or any of their respective Restricted Subsidiaries will be in violation of (i) any provision of its certificate or articles of incorporation or other Organization Documentsconstitutive documents or its by-laws, (ii) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement bound or (iii) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except (in the case of clauses (ii) and (iii) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (b) The execution, delivery and performance by each of the BorrowerCompany and the General Partner of this Agreement, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement Notes and the other Loan Financing Documents and Operative Agreements to which it is a party, and the completion of the transactions contemplated by this Agreement will not, not (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents constitutive documents or by- laws of the BorrowerCompany, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the BorrowerCompany, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (ii) result in the creation of (or impose any express obligation on the part of the Borrower Company to create) any Lien not permitted by SECTION 10.2. (c) Upon giving effect to the issuance of the Notes on the date of Closing, no Note shall be "in default," as that term is used in Section 8.31405(a)(2) of the New York Insurance Law. Each Obligor is, and upon giving effect to the issuance of the Notes on the date of Closing will be, a "solvent institution," as that term is used in Section 1405 of the New York Insurance Law, whose "obligations .... are not in default as to principal or interest," as those terms are used in said Section 1405(c).

Compliance with Other Instruments, etc. (a) On the Closing Date, none of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries will be in violation of (i) any provision of its certificate or articles of incorporation or other Organization Documents, (ii) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note AgreementAgreements, and the Existing Credit Agreement or (iii) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except (in the case of clauses (ii) and (iii) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (b) The execution, delivery and performance by each of the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a party, and the completion of the transactions contemplated by this Agreement will not, (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement Agreements and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (ii) result in the creation of (or impose any express obligation on the part of the Borrower to create) any Lien not permitted by Section 8.3.

Compliance with Other Instruments, etc. (a) On The Company is not in -------------------------------------- violation of any term of its Certificate of Incorporation or By-Laws, and the Closing Date, none of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries will be Company is not in violation of (i) any provision of its certificate or articles of incorporation or other Organization Documents, (ii) any provision term of any agreement or instrument to which it is a party or by which it is bound or any term of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement or (iii) any applicable law, ordinance, rule or regulation regu- lation of any Governmental Authority or any term of any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except the consequences of which violation could reasonably be expected to have a material adverse effect on the financial condition, assets, liabilities (in the case of clauses (ii) and (iii) above only) for such violations which would notabsolute, individually accrued, contingent or in the aggregateotherwise), present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision reserves, business, operations or prospects of the Partnership Agreement. (b) The Company; the execution, delivery and performance by each of this Agreement, the Other Purchase Agreements, the Notes, the Warrants and the Letter Agreement will not (i) result in any violation of or be in conflict with or constitute a default under (a) any term of the BorrowerCertificate of Incorporation or By-Laws of the Company, (b) the General Partner, Petrolane and terms of any material agreement or instrument to which the Restricted Subsidiaries of this Agreement and the other Loan Documents to Company is a party or by which it is a party, and the completion of the transactions contemplated by this Agreement will not, bound (except for (i) violate the Bank Credit Agreement, which is contemplated to be repaid and terminated in accordance with section 5.18 and (xii) a change of control provision contained in the ▇▇▇▇ Business Center lease dated September 15, 1989 referred to in Exhibit I), or (c) any provision term of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any term of any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, Authority or (ii) result in the creation of (or impose any express obligation on the part of the Borrower Company to create) any Lien not permitted upon any of the properties or assets of the Company pursuant to any of the foregoing. The Company has provided copies to you of each of the consents, permits, authorizations, filings and declarations obtained in connection with the transactions contemplated by Section 8.3this Agreement.

Compliance with Other Instruments, etc. (a) On the Closing Date, none Neither Digital nor any Subsidiary of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries will be Digital is in violation of any term of (i) any provision of its certificate or articles of incorporation charter, Bylaws or other Organization Documentsorganizational documents, (ii) any provision of any agreement or instrument relate to indebtedness for borrowed money or any other agreement to which it is a party or by which any of its properties it is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement or (iii) any applicable law, ordinance, rule or regulation of any Governmental Authority Body, or (iv) any applicable order, judgment or decree of any court, arbitrator or Governmental AuthorityBody, except (in the case consequences of clauses (ii) and (iii) above only) for such violations which would notviolation, whether individually or in the aggregate, present would have, or would be reasonably expected (so far as can be foreseen at the time) to have, a reasonable likelihood material adverse effect on the (A) business, properties, operations, condition (financial or other) or, to Digital's knowledge, the prospects of having Digital and its Subsidiaries taken as a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation whole or (B) ability of any provision of the Partnership Digital to perform its obligations under this Agreement. (b) The execution, delivery and performance by each of the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement by Digital and Merger Sub and the other Loan Documents to which it is a party, and the completion consummation of the transactions contemplated by this Agreement hereby will not, not (i) violate constitute a violation (xwith or without the giving of notice or lapse of time, or both) of any provision of law or any judgment, decree, order, regulation or rule of any court or Governmental Body applicable to Digital or Merger Sub, (ii) require any Authorization or any consent or approval of any nongovernmental Person, except compliance with applicable securities laws, the Partnership Agreement approval of the shareholders of each of the Company and Digital and the filing of all documents necessary to consummate the Merger with the Washington Secretary of State and the California Secretary of State (all such Authorizations and other consents or approvals to be duly obtained at or prior to the Closing), (iii) result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration or termination of, or the certificate creation in any party of the right to accelerate, terminate, modify or articles of incorporation cancel, any agreement, lease, note or other Organization Documents of the Borrowerrestriction, the General Partnerencumbrance, Petrolane obligation or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument liability to which the Borrower, the General Partner, Petrolane Digital or any of their respective Subsidiaries Merger Sub is a party or by which it is bound or to which any assets of its properties is boundthe Company are subject, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (iiiv) result in the creation of any lien or encumbrance upon the assets of Digital or Merger Sub or upon any outstanding securities of Digital or Merger Sub, (or impose v) conflict with any express obligation on the part provision of the Borrower to createcharter or Bylaws of Digital or Merger Sub, or (vi) invalidate or adversely affect any Lien not permitted by Section 8.3permit, license, authorization or status used in the conduct of Digital's business.

Compliance with Other Instruments, etc. Solvency. (ai) On the Initial Closing Date, none neither the Company nor any of the Borrower, Subsidiaries of the General Partner, Petrolane or any of their respective Subsidiaries Company will be in violation of (ia) any provision of its certificate or articles of incorporation or other Organization Documentsconstitutive documents or its by-laws, (iib) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement bound or (iiic) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, Authority except (in the case of clauses (iib) and (iiic) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (bii) The execution, delivery and performance by each of the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a party, Notes and the completion of the transactions contemplated by this Agreement Parity Debt Designation will not, (i) not violate (xa) any provision of the Partnership Agreement or the certificate other constitutive documents or articles of incorporation or other Organization Documents by-laws of the Borrower, the General Partner, Petrolane Company or any of their respective Subsidiariesthe Subsidiaries of the Company, (yb) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (zc) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane Company or any of their respective the Subsidiaries of the Company is a party or by which any of its properties is bound, including, without limitation . (iii) Upon giving effect to the First Mortgage Note Agreement issuance of the Series A Notes and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (ii) result in the creation of (or impose any express obligation Series B Notes on the part Initial Closing Date and to the application of the Borrower proceeds thereof as contemplated herein, no Note shall be "in default," as that term is used in section 1405(a)(2) of the New York Insurance Law. The Company is a "solvent institution," as that term is used in section 1405 of the New York Insurance Law, whose "obligations are not in default as to create) any Lien not permitted by Section 8.3principal or interest," as those terms are used in said section 1405(c).

Compliance with Other Instruments, etc. SOLVENCY. (ai) On the Closing Date, none immediately prior to the completion of any of the Borrowertransactions contemplated by the Registration Statement (including without limitation the transactions contemplated by this Agreement, the General PartnerNotes, Petrolane or the other Financing Documents and the Operative Agreements), neither Heritage, the Operating Partnership nor any of their respective the Subsidiaries of the Company will be in violation of (ia) any provision of its certificate or articles of incorporation or other Organization Documentsconstitutive documents or its by-laws, (iib) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement bound or (iiic) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, Authority except (in the case of clauses (iib) and (iiic) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (bii) The execution, delivery and performance by each of the Borrowerthis Agreement, the General PartnerNotes, Petrolane the other Financing Documents and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a partyOperative Agreements, and the completion (iii) Upon giving effect to the issuance of the Notes on the Closing Date both before and after giving effect to the assumption of the Notes by the Operating Partnership, no Note shall be "in default", as that term is used in section 1405(a)(2) of the New York Insurance Law. Each of Heritage and the Operating Partnership is, and upon giving effect to the issuance by Heritage, and the assumption by the Operating Partnership, of the Notes on the Closing Date, will be, a "solvent institution", as that term is used in section 1405 of the New York Insurance Law, whose "obligations are not in default as to principal or interest", as those terms are used in said section 1405(c). (iv) Upon completion of the transactions contemplated by the Registration Statement to occur prior to or at the time of Closing (including, without limitation, the transactions contemplated by this Agreement will notAgreement, the Notes, the other Financing Documents and the Operative Agreements), none of Heritage, the Operating Partnership or any Subsidiary of the Company shall (a) be insolvent, (ib) violate (x) be engaged or about to engage in business or a transaction at a time Heritage, the Operating Partnership or any provision Subsidiary of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental AuthorityCompany could be viewed as having unreasonably small capital, or (zc) any provision of any agreement or instrument intend to which the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effectincur, or (ii) result in the creation of (or impose any express obligation on the part of the Borrower believe that it would incur, debts that would be beyond its ability to create) any Lien not permitted by Section 8.3pay as such debts matured.

Compliance with Other Instruments, etc. Solvency. (ai) On the Closing Date, none immediately prior to the completion of the Borrowertransactions contemplated by this Agreement, the General PartnerNotes, Petrolane or the other Loan Documents and the Operative Agreements), neither the Borrower nor any of their respective the Subsidiaries of the Borrower will be in violation of (ia) any provision of its certificate or articles of incorporation or other Organization Documentsconstitutive documents or its by-laws, (iib) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement bound or (iiic) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, Authority except (in the case of clauses (iib) and (iiic) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (bii) The execution, delivery and performance by each of the Borrowerthis Agreement, the General PartnerNotes, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a partyand the Operative Agreements, and the completion of the transactions contemplated by the Registration Statement to occur prior to the Closing Date (including without limitation the transactions contemplated by this Agreement Agreement, the Notes, the other Loan Documents and the Operative Agreements) will not, (i) not violate (xa) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents constitutive documents or by-laws of the Borrower, the General Partner, Petrolane Partner or any of their respective Subsidiariesthe Subsidiaries of the Borrower, (yb) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authorityor (iii) Upon completion of the transactions contemplated by this Agreement, or (z) any provision the Notes, the other Loan Documents and the Operative Agreements), none of any agreement or instrument to which the Borrower, the General Partner, Petrolane Partner or any Subsidiary of their respective Subsidiaries is the Borrower shall (a) be insolvent, (b) be engaged or about to engage in business or a party transaction at a time the Borrower, the General Partner or by which any Subsidiary of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of Borrower could be viewed as having a Material Adverse Effectunreasonably small capital, or (iic) result in the creation of (intend to incur, or impose any express obligation on the part of the Borrower believe that it would incur, debts that would be beyond its ability to create) any Lien not permitted by Section 8.3pay as such debts matured.