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

Compliance with Other Instruments, etc. NO CONFLICT. Neither the Company nor any Subsidiary of the Company is (1) in violation of its charter or statute, as applicable, or by-laws (or other similar organizational documents), (2) in violation or default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, "Agreements and Instruments"), except, with respect to clause (2) only, for such violations or defaults which, whether individually or in the aggregate, do not or would not reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially delay the consummation of the transactions contemplated by this Agreement. Assuming (i) the approval of the Company's stockholders as contemplated by Section 8.4, (ii) the filings required under the Exchange Act relating to the Offer, the Proxy Statement and the Merger, (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, and (iv) the approval from the Governmental Bodies listed on Schedule 6.8 of the Company Disclosure Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in any violation of or conflict with, or constitute a default under, the charter, bylaws or other organizational documents of the Company (or any of its Subsidiaries) or (ii) result in any violation of or conflict with or require any consent, waiver, or notice under any Law. Except as set forth in Section 6.8 of the Company Disclosure Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation of or conflict with, constitute a default under, require any consent, filing, waiver or notice under any term of, or result in the reduction or loss of any benefit or the creation or acceleration of any right or obligation under, any agreement, note, bond, mortgage, indenture, contract, lease, Governmental License or other obligation or right (excluding options, restricted stock, employment contracts and other employee related obligations or rights which are addressed in Section 6.9) to which the Company or any of its Subsidiaries is a party or by which any of the assets or properties of the Company or any of its Subsidiaries is bound, or any instrument or Law, or result in the creation of (or impose any obligation on the Company or any of its Subsidiaries to create) any mortgage, lien, charge, security interest or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to any such term, except where any of the foregoing, individually or in the aggregate, does not and would not reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially delay the consummation of the transactions contemplated by this Agreement.

Compliance with Other Instruments, etc. NO CONFLICT. Neither the Company nor any Subsidiary of the Company The Partnership is (1) not in violation of any term of the Partnership Agreement and none of its Subsidiaries is in violation of any term of its partnership agreement, certificate of partnership, charter or statute, as applicable, or by-laws (or other similar organizational documents)laws, (2) in violation or default in as the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which case may be; neither the Company or Partnership nor any of its Subsidiaries is a party in default in the performance, observance or by which fulfillment of any of the obligations, covenants or conditions contained in (a) any evidence of Indebtedness, or any agreement or instrument under or pursuant to which any evidence of them may be boundIndebtedness has been issued (or any documents related thereto) or (b) any other agreement or instrument (including, or without limitation, any issued and outstanding preferred stock) to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, "Agreements and Instruments"), except, with respect to clause (2) only, for such violations or defaults which, whether individually or in the aggregate, do not or would not reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially delay the consummation of the transactions contemplated by this Agreement. Assuming (i) the approval of the Company's stockholders as contemplated by Section 8.4, (ii) the filings required under the Exchange Act relating to the Offer, the Proxy Statement and the Merger, (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, and (iv) the approval from the Governmental Bodies listed on Schedule 6.8 of the Company Disclosure Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in any violation of or conflict with, or constitute a default under, the charter, bylaws or other organizational documents of the Company (or any of its Subsidiaries) or (ii) result in any violation of or conflict with or require any consent, waiver, or notice under any Law. Except as set forth in Section 6.8 of the Company Disclosure Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation of or conflict with, constitute a default under, require any consent, filing, waiver or notice under any term of, or result in the reduction or loss of any benefit or the creation or acceleration of any right or obligation under, any agreement, note, bond, mortgage, indenture, contract, lease, Governmental License or other obligation or right (excluding options, restricted stock, employment contracts and other employee related obligations or rights which are addressed in Section 6.9) to which the Company or any of its Subsidiaries them is a party or by which any of them is bound or any of their properties is affected. Neither the assets Partnership nor any of its Subsidiaries has defaulted in, or properties has failed to make at the time contemplated, payment of any dividends or partnership distributions, or any mandatory redemption payments on any preferred stock or any principal of, or premium or interest on, any Indebtedness for Money Borrowed. Neither the execution, delivery or performance of this Agreement, nor the offer, issuance, sale, delivery or performance of the Company Notes, does or will (i) conflict with or violate the partnership agreement, certificate of partnership, charter or by-laws, as the case may be, of the Partnership or any of its Subsidiaries is boundSubsidiaries, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any evidence of Indebtedness or other agreement or instrument or Lawreferred to in this Section 2.9, or (iii) result in the creation of (or impose any obligation on the Company or Lien of any of its Subsidiaries to create) any mortgage, lien, charge, security interest or other encumbrance nature whatsoever upon any of the properties or assets of the Company Partnership or any of its Subsidiaries pursuant to under the terms of any such termevidence of Indebtedness, except where other agreement or instrument, or (iv) require the consent of or other action by any trustee, any creditor of, any lessor to, or any investor in, the Partnership or any of the foregoing, individually or in the aggregate, does not and would not reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially delay the consummation of the transactions contemplated by this Agreementits Subsidiaries.

Compliance with Other Instruments, etc. NO CONFLICTNone of the KPP Companies nor any of their Subsidiaries is in default or event of default in, and no temporary waiver of default or event of default is in effect with respect to, the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (a) any bond, debenture, note or other evidence of Debt of any KPP Company or any of their Subsidiaries, (b) any agreement or instrument under or pursuant to which any such bond, debenture, note or other evidence of Debt has been issued or made and delivered, or (c) any agreement or instrument pursuant to which any properties of any KPP Company or any of their Subsidiaries are subject, which default or event of default would materially and adversely affect the business, operations, properties, assets or condition, financial or otherwise, of KPOP individually, the KPP Companies and their Subsidiaries taken as a whole or any KPP Company's ability to perform under the Note Agreements or under the Notes or the other Note Purchase Documents. Neither the Company nor any Subsidiary execution and delivery of the Company Note Agreements, the Notes or the other Note Purchase Documents by the KPP Companies to which each is (1) a party, nor the consummation of the transactions herein and therein contemplated, nor compliance with the terms, conditions and provisions hereof and thereof by the KPP Companies, will conflict with or result in violation a breach of its any of the terms, conditions or provisions of the partnership agreement, charter or statute, as applicable, or by-laws (or other similar organizational documents), (2) in violation or default in the performance or observance of any obligation, agreement, covenant KPP Company or condition contained in any contract, indenture, mortgage, deed of trust, loan their Subsidiaries or credit agreement, note, lease or other of any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, "Agreements and Instruments"), except, with respect to clause (2) only, for such violations or defaults which, whether individually or in the aggregate, do not or would not reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially delay the consummation of the transactions contemplated by this Agreement. Assuming (i) the approval of the Company's stockholders as contemplated by Section 8.4, (ii) the filings required under the Exchange Act relating to the Offer, the Proxy Statement and the Merger, (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, and (iv) the approval from the Governmental Bodies listed on Schedule 6.8 of the Company Disclosure Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in any violation of or conflict with, or constitute a default under, the charter, bylaws or other organizational documents of the Company (or any of its Subsidiaries) or (ii) result in any violation of or conflict with or require any consent, waiver, or notice under any Law. Except as set forth in Section 6.8 of the Company Disclosure Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation of or conflict with, constitute a default under, require any consent, filing, waiver or notice under any term of, or result in the reduction or loss of any benefit or the creation or acceleration of any right or obligation under, any agreement, note, bond, mortgage, indenture, contract, lease, Governmental License or other obligation or right (excluding options, restricted stock, employment contracts and other employee related obligations or rights which are addressed in Section 6.9) to which the Company or any of its Subsidiaries is now a party or by which any of the assets or properties of the Company them or any of its Subsidiaries their properties is or may be bound, or any instrument constitute a default or Lawevent of default thereunder, or result in the creation or imposition of (or impose any obligation on the Company or any of its Subsidiaries to create) any mortgage, lien, charge, security interest or other encumbrance Lien upon any of the their material properties or assets assets. None of the Company or KPP Companies nor any of its their Subsidiaries pursuant to any such term, except where is in default or event of default in the performance of any of the foregoingcovenants and agreements contained herein. No event has occurred and is continuing which constitutes, individually or in which with the aggregatelapse of time would constitute, does not and would not reasonably be expected to (i) have a Material Adverse Effect Default or (ii) prevent or materially delay the consummation Event of the transactions contemplated by this AgreementDefault.

Compliance with Other Instruments, etc. NO CONFLICT. Neither the Company nor any its Subsidiary of the Company is (1a) in violation of any term of its charter or statute, as applicableby-laws, or by-laws (or other similar organizational documents), (2b) in violation or default in the performance performance, observance or observance fulfillment of any obligationof the obligations, agreementcovenants or conditions contained in, covenant and is not otherwise in default under, (i) any evidence of Indebtedness or condition contained in any contract, indenture, mortgage, deed of trust, loan instrument or credit agreement, note, lease agreement under or other agreement or instrument pursuant to which any evidence of Indebtedness has been issued the Company consequences of which default would be to permit the holder or holders of such Indebtedness, or any trustee or agent acting on behalf of such holder or holders, to accelerate the maturity of any such Indebtedness or to require that any such Indebtedness be prepaid prior to its Subsidiaries stated maturity or (ii) any other instrument or agreement to which it is a party or by which or any of them may be bound, or to which any of the property or assets of the Company it is bound or any of its subsidiaries properties is subject (collectivelyaffected, "Agreements and Instruments"), except, with respect to clause (2) only, for such violations or defaults which, whether individually or in the aggregate, do not or consequences of which default would not reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially delay the consummation an MAE. As of the transactions contemplated by this Agreement. Assuming (i) the approval of the Company's stockholders as contemplated by Section 8.4date hereof, (ii) the filings required under the Exchange Act relating to the Offer, the Proxy Statement and the Merger, (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, and (iv) the approval from the Governmental Bodies listed on Schedule 6.8 of neither the Company Disclosure Statementnor its Subsidiary is in default with respect to, or has failed (which failure has not been remedied) to make at the time contemplated, payment of any dividends or any mandatory redemption payments of any Preferred Stock or any principal of, or premium or interest on, any Indebtedness for Money Borrowed. Neither the execution, delivery and or performance of this Agreement and the consummation Other Agreements nor the offer, issuance, sale, delivery or performance of the transactions contemplated hereby Notes does or will not (iA) conflict with or violate the charter or by-laws of the Company or its Subsidiary, (B) conflict with or result in a breach of any violation of the terms, conditions or conflict withprovisions of, or constitute a default under, the charter, bylaws or other organizational documents of the Company (or any of its Subsidiaries) or (ii) result in any violation of or conflict with or require any consent, waiver, or notice under any Law. Except as set forth in Section 6.8 of the Company Disclosure Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation of or conflict with, constitute a default under, require any consent, filing, waiver or notice under any term of, or result in the reduction or loss of any benefit or the creation or acceleration of any right or obligation under, any agreement, note, bond, mortgage, indenture, contract, lease, Governmental License or other obligation or right (excluding options, restricted stock, employment contracts and other employee related obligations or rights which are addressed in Section 6.9) to which the Company or any of its Subsidiaries is a party or by which any of the assets or properties of the Company or any of its Subsidiaries is bound, or any instrument or Law, or result in the creation of (or impose any obligation Lien on the Company or any of its Subsidiaries to create) any mortgage, lien, charge, security interest or other encumbrance upon any of the properties or assets of the Company or its Subsidiary pursuant to the terms of, any evidence of Indebtedness, or any instrument or agreement under or pursuant to which any evidence of Indebtedness has been issued, or any other instrument or agreement referred to in this Section 2.7 to which the Company or its Subsidiary is a party or by which they are bound or by which any of its Subsidiaries pursuant to any such term, except where any their properties are affected (the consequences of the foregoing, individually or in the aggregate, does not and would not which could reasonably be expected to (i) have a Material Adverse Effect an MAE), or (iiC) prevent require the consent of, or materially delay other action by, any trustee, shareholder or creditor of, any lessor to or any investor in, the consummation Company or its Subsidiary, other than for the consents and actions described on Schedule 2.7, all of the transactions contemplated by this Agreementwhich have been obtained or taken or none of which would have an MAE.

Compliance with Other Instruments, etc. NO CONFLICT. Neither the Company nor any Subsidiary of the The Company is not (1a) in violation of any term of its charter Articles of Incorporation or statute, as applicable, Code of Regulations or by-laws (or other similar organizational documents), (2b) in violation or default in the performance performance, observance or observance fulfillment of any obligationof the obligations, agreementcovenants or conditions contained in, covenant and is not otherwise in default under, (i) any evidence of Indebtedness or condition contained in any contract, indenture, mortgage, deed of trust, loan instrument or credit agreement, note, lease agreement under or other agreement or instrument pursuant to which the Company any evidence of Indebtedness has been issued, or (ii) any of its Subsidiaries other instrument or agreement to which it is a party or by which or any of them may be bound, or to which any of the property or assets of the Company it is bound or any of its subsidiaries properties is subject (collectivelyaffected, "Agreements and Instruments"), except, with respect to clause (2) only, for such violations the default or defaults whichunder which other instrument or agreement would, whether individually or in the aggregate, do not or would not reasonably be expected to (i) have a Material Adverse Effect material adverse effect on the business, earnings, prospects, properties or condition (iifinancial or other) prevent or materially delay the consummation of the transactions contemplated by this Agreement. Assuming (i) the approval of the Company's stockholders as contemplated by Section 8.4, (ii) the filings required under the Exchange Act relating to the Offer, the Proxy Statement and the Merger, (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, and (iv) the approval from the Governmental Bodies listed on Schedule 6.8 of the Company Disclosure Statementand the Company does not know of any default under any such other instrument or agreement. The Company has not defaulted in, or failed to make at the time contemplated, payment of any dividends or any mandatory redemption payments of any preferred stock or any principal of, or premium or interest on, any Indebtedness. Neither the execution, delivery and or performance of this Agreement and nor the consummation offer, issuance, sale, delivery or performance of the transactions contemplated hereby Notes does or will not (iA) conflict with or violate the Articles of Incorporation or Code of Regulations of the Company, (B) conflict with or result in a breach of any violation of the terms, conditions or conflict withprovisions of, or constitute a default under, the charter, bylaws or other organizational documents of the Company (or any of its Subsidiaries) or (ii) result in any violation of or conflict with or require any consent, waiver, or notice under any Law. Except as set forth in Section 6.8 of the Company Disclosure Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation of or conflict with, constitute a default under, require any consent, filing, waiver or notice under any term of, or result in the reduction or loss creation of any benefit Lien on any of the properties or Assets of the creation or acceleration of any right or obligation underCompany pursuant to the terms of, any agreementevidence of Indebtedness, noteor any instrument or agreement under or pursuant to which any evidence of Indebtedness has been issued, bond, mortgage, indenture, contract, lease, Governmental License or any other obligation instrument or right (excluding options, restricted stock, employment contracts and other employee related obligations or rights which are addressed agreement referred to in this Section 6.9) 2.8 to which the Company or any of its Subsidiaries is a party or by which any of the assets or properties of the Company or any of its Subsidiaries it is bound, or (C) require any instrument consent of or Lawother action by any trustee or any creditor of, any lessor to or result any investor in the creation of (or impose any obligation on the Company or any of its Subsidiaries to create) any mortgageCompany, lien, charge, security interest except for such consents or other encumbrance upon any of actions as are disclosed in Exhibit B hereto and which shall have been obtained or completed on or prior to the properties or assets of the Company or any of its Subsidiaries pursuant to any such term, except where any of the foregoing, individually or in the aggregate, does not and would not reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially delay the consummation of the transactions contemplated by this AgreementClosing Date.

Compliance with Other Instruments, etc. NO CONFLICT. Neither the Company Shurgard REIT nor any Subsidiary of the Company Shurgard REIT is (1) in violation of any term of (a) its charter or statutecharter, as applicable, or by-laws (or other similar organizational documents), (2b) in violation or default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument related to indebtedness for borrowed money or any other agreement to which the Company or any of its Subsidiaries it is a party or by which or any of them may be it is bound, (c) any applicable law, ordinance, rule or to which regulation of any Governmental Body, or (d) any applicable order, judgment or decree of the property any court, arbitrator or assets of the Company or any of its subsidiaries is subject (collectively, "Agreements and Instruments")Governmental Body, except, with respect as to clause subsections (2a) onlythrough (d) of this Section, for where such violations or defaults whichviolation, whether individually or in the aggregate, do does not or have and would not be reasonably expected (so far as can be expected foreseen at the time) to (i) have a Shurgard REIT Material Adverse Effect or (ii) prevent or materially delay a material adverse effect on the consummation ability of the transactions contemplated by Shurgard REIT to perform its obligations under this Agreement. Assuming (i) the approval of the Company's stockholders as contemplated by Section 8.4, (ii) the filings required under the Exchange Act relating to the Offer, the Proxy Statement and the Merger, (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, and (iv) the approval from the Governmental Bodies listed on Schedule 6.8 of the Company Disclosure Statement, the The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in any violation of or conflict with, or constitute a default under, the charter, bylaws or other organizational documents of the Company (or any of its Subsidiaries) or (ii) result in any violation of or conflict with or require any consent, waiver, or notice under any Law. Except as set forth in Section 6.8 of the Company Disclosure Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Shurgard REIT will not result in any violation of or conflict with, constitute a default under, require any consent, filing, waiver or notice consent under any term of, or result in the reduction or loss of any benefit or the creation or acceleration issuance of Excess Stock under any right term of the charter or obligation under, any agreement, note, bond, mortgage, indenture, contract, lease, Governmental License or other obligation or right by-laws of Shurgard REIT (excluding options, restricted stock, employment contracts and other employee related obligations or rights which are addressed in Section 6.9) to which the Company or any of its Subsidiaries is a party Subsidiaries) or by any agreement, instrument, permit, license, law, ordinance, rule, regulation, order, judgment or decree to which any of the assets or properties of the Company Shurgard REIT (or any of its Subsidiaries Subsidiaries) is bound, a part or to which Shurgard REIT (or any instrument of its Subsidiaries) or Lawany of their material assets are subject, or result in the creation of (or impose any obligation on the Company or any of its Subsidiaries Shurgard REIT to create) any mortgage, lien, charge, security interest or other encumbrance upon any of the properties or assets of the Company Shurgard REIT or any of its Subsidiaries pursuant to any such term, except where any such violation, conflict or default, or the failure to obtain such consent or the creation of the foregoingsuch encumbrance, individually or in the aggregate, does not have and would not be reasonably expected (so far as can be expected foreseen at the time) to have (ia) have a Shurgard REIT Material Adverse Effect or (iib) prevent or materially delay a material adverse effect on the consummation ability of the transactions contemplated by Shurgard REIT to perform its obligations under this Agreement.

Compliance with Other Instruments, etc. NO CONFLICT. Neither the Company nor any its Subsidiary of the Company is (1a) in violation of any term of its charter or statute, as applicableby-laws, or by-laws (or other similar organizational documents), (2b) in violation or default in the performance performance, observance or observance fulfillment of any obligationof the obligations, agreementcovenants or conditions contained in, covenant and is not otherwise in default under, (i) any evidence of Indebtedness or condition contained in any contract, indenture, mortgage, deed of trust, loan instrument or credit agreement, note, lease agreement under or other agreement or instrument pursuant to which any evidence of Indebtedness has been issued the Company consequences of which default would be to permit the holder or holders of such Indebtedness, or any trustee or agent acting on behalf of such holder or holders, to accelerate the maturity of any such Indebtedness or to require that any such Indebtedness be prepaid prior to its Subsidiaries stated maturity or (ii) any other instrument or agreement to which it is a party or by which it is bound or any of them may its properties is affected, the consequences of which default would reasonably be boundexpected to have a material and adverse effect on the business, earnings, prospects, properties or to which any of the property condition (financial or assets other) of the Company or any of its subsidiaries is subject (collectivelySubsidiary, "Agreements and Instruments"), except, with respect to clause (2) only, for such violations or defaults which, whether individually or in the aggregate, do not or would not reasonably be expected to (i) have taken as a Material Adverse Effect or (ii) prevent or materially delay the consummation whole. As of the transactions contemplated by this Agreement. Assuming (i) the approval of the Company's stockholders as contemplated by Section 8.4date hereof, (ii) the filings required under the Exchange Act relating to the Offer, the Proxy Statement and the Merger, (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, and (iv) the approval from the Governmental Bodies listed on Schedule 6.8 of neither the Company Disclosure Statementnor its Subsidiary has defaulted in, or failed to make at the time contemplated, payment of any dividends or any mandatory redemption payments of any preferred stock or any principal of, or premium or interest on, any Indebtedness for Money Borrowed. Neither the execution, delivery and or performance of this Agreement and nor the consummation offer, issuance, sale, delivery or performance of the transactions contemplated hereby Notes does or will not (iA) conflict with or violate the charter or by-laws of the Company or its Subsidiary, (B) conflict with or result in a breach of any violation of the terms, conditions or conflict withprovisions of, or constitute a default under, the charter, bylaws or other organizational documents of the Company (or any of its Subsidiaries) or (ii) result in any violation of or conflict with or require any consent, waiver, or notice under any Law. Except as set forth in Section 6.8 of the Company Disclosure Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation of or conflict with, constitute a default under, require any consent, filing, waiver or notice under any term of, or result in the reduction or loss of any benefit or the creation or acceleration of any right or obligation under, any agreement, note, bond, mortgage, indenture, contract, lease, Governmental License or other obligation or right (excluding options, restricted stock, employment contracts and other employee related obligations or rights which are addressed in Section 6.9) to which the Company or any of its Subsidiaries is a party or by which any of the assets or properties of the Company or any of its Subsidiaries is bound, or any instrument or Law, or result in the creation of (or impose any obligation Lien on the Company or any of its Subsidiaries to create) any mortgage, lien, charge, security interest or other encumbrance upon any of the properties or assets of the Company or its Subsidiary pursuant to the terms of, any evidence of Indebtedness, or any instrument or agreement under or pursuant to which any evidence of Indebtedness has been issued, or any other instrument or agreement referred to in this Section 2.8 to which the Company or its Subsidiary are a party or by which they are bound or by which any of its Subsidiaries pursuant to any such term, except where any their properties are affected (the consequences of the foregoing, individually or in the aggregate, does not and would not which could reasonably be expected to (i) have a Material Adverse Effect material and adverse effect on the business, earnings, prospects, properties or condition (financial or other) of the Company or its Subsidiary), or (iiC) prevent require the consent of, or materially delay other action by, any trustee, shareholder or creditor of, any lessor to or any investor in, the consummation Company or its Subsidiary, other than for the consents and actions described on Schedule 2.8, all of the transactions contemplated by this Agreementwhich have been obtained or taken.

Compliance with Other Instruments, etc. NO CONFLICT. Neither the Company nor any its Subsidiary of the Company is (1a) in violation of any term of its charter or statute, as applicableby-laws, or by-laws (or other similar organizational documents), (2b) in violation or default in the performance performance, observance or observance fulfillment of any obligationof the obligations, agreementcovenants or conditions contained in, covenant and is not otherwise in default under, (i) any evidence of Indebtedness or condition contained in any contract, indenture, mortgage, deed of trust, loan instrument or credit agreement, note, lease agreement under or other agreement or instrument pursuant to which any evidence of Indebtedness has been issued the Company consequences of which default would be to permit the holder or holders of such Indebtedness, or any trustee or agent acting on behalf of such holder or holders, to accelerate the maturity of any such Indebtedness or to require that any such Indebtedness be prepaid prior to its Subsidiaries stated maturity or (ii) any other instrument or agreement to which it is a party or by which or any of them may be bound, or to which any of the property or assets of the Company it is bound or any of its subsidiaries properties is subject (collectivelyaffected, "Agreements and Instruments"), except, with respect to clause (2) only, for such violations or defaults which, whether individually or in the aggregate, do not or consequences of which default would not reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially delay the consummation an MAE. As of the transactions contemplated by this Agreement. Assuming (i) the approval of the Company's stockholders as contemplated by Section 8.4date hereof, (ii) the filings required under the Exchange Act relating to the Offer, the Proxy Statement and the Merger, (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, and (iv) the approval from the Governmental Bodies listed on Schedule 6.8 of neither the Company Disclosure Statementnor its Subsidiary is in default with respect to, or has failed (which failure has not been remedied) to make at the time contemplated, payment of any dividends or any mandatory redemption payments of any preferred stock or any principal of, or premium or interest on, any Indebtedness for Money Borrowed. Neither the execution, delivery and or performance of this Agreement and the consummation Other Agreements nor the offer, issuance, sale, delivery or performance of the transactions contemplated hereby Preferred Stock does or will not (iA) conflict with or violate the charter or by-laws of the Company or its Subsidiary, (B) conflict with or result in a breach of any violation of the terms, conditions or conflict withprovisions of, or constitute a default under, the charter, bylaws or other organizational documents of the Company (or any of its Subsidiaries) or (ii) result in any violation of or conflict with or require any consent, waiver, or notice under any Law. Except as set forth in Section 6.8 of the Company Disclosure Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation of or conflict with, constitute a default under, require any consent, filing, waiver or notice under any term of, or result in the reduction or loss of any benefit or the creation or acceleration of any right or obligation under, any agreement, note, bond, mortgage, indenture, contract, lease, Governmental License or other obligation or right (excluding options, restricted stock, employment contracts and other employee related obligations or rights which are addressed in Section 6.9) to which the Company or any of its Subsidiaries is a party or by which any of the assets or properties of the Company or any of its Subsidiaries is bound, or any instrument or Law, or result in the creation of (or impose any obligation Lien on the Company or any of its Subsidiaries to create) any mortgage, lien, charge, security interest or other encumbrance upon any of the properties or assets of the Company or its Subsidiary pursuant to the terms of, any evidence of Indebtedness, or any instrument or agreement under or pursuant to which any evidence of Indebtedness has been issued, or any other instrument or agreement referred to in this Section 2.7 to which the Company or its Subsidiary is a party or by which they are bound or by which any of its Subsidiaries pursuant to any such term, except where any their properties are affected (the consequences of the foregoing, individually or in the aggregate, does not and would not which could reasonably be expected to (i) have a Material Adverse Effect an MAE), or (iiC) prevent require the consent of, or materially delay other action by, any trustee, shareholder or creditor of, any lessor to or any investor in, the consummation Company or its Subsidiary, other than for the consents and actions described on Schedule 2.7, all of the transactions contemplated by this Agreementwhich have been obtained or taken or none of which would have an MAE.

Compliance with Other Instruments, etc. NO CONFLICTNeither the Company nor any ---------------------------------------- of its Subsidiaries is: (a) in violation of its certificate of incorporation or bylaws; or (b) in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in, and is not otherwise in default under, (i) any evidence of Indebtedness or any instrument or agreement under or pursuant to which any evidence of Indebtedness or other evidence of Indebtedness has been issued; or (ii) any other instrument or agreement to which it is a party or by which it is bound or any of its properties is affected. Neither the Company nor any Subsidiary of the Company is (1) in violation of its charter or statute, as applicable, or by-laws (or other similar organizational documents), (2) in violation or default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which or has defaulted in, nor has any of them may be boundfailed to make at the time contemplated, payment of any dividends or any mandatory redemption payments of any preferred stock, distributions or any principal of, or to which premium or interest on, any of the property or assets of the Company or any of its subsidiaries is subject (collectively, "Agreements and Instruments"), except, with respect to clause (2) only, for such violations or defaults which, whether individually or in the aggregate, do not or would not reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially delay the consummation of the transactions contemplated by this AgreementIndebtedness. Assuming (i) the approval of the Company's stockholders as contemplated by Section 8.4, (ii) the filings required under the Exchange Act relating to the Offer, the Proxy Statement and the Merger, (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, and (iv) the approval from the Governmental Bodies listed on Schedule 6.8 of the Company Disclosure Statement, Neither the execution, delivery and or performance of this Agreement and Agreement, nor the consummation offer, issuance, sale or delivery of the transactions contemplated hereby will not Notes by the Company nor the performance of the Notes by the Company does or will: (iA) conflict with or violate the certificate of incorporation or bylaws; (B) conflict with or result in a breach of any violation of the terms, conditions or conflict withprovisions of, or constitute a default under, the charter, bylaws or other organizational documents of the Company (or any of its Subsidiaries) or (ii) result in any violation of or conflict with or require any consent, waiver, or notice under any Law. Except as set forth in Section 6.8 of the Company Disclosure Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation of or conflict with, constitute a default under, require any consent, filing, waiver or notice under any term of, or result in the reduction or loss of any benefit or the creation or acceleration of any right or obligation under, any agreement, note, bond, mortgage, indenture, contract, lease, Governmental License or other obligation or right (excluding options, restricted stock, employment contracts and other employee related obligations or rights which are addressed in Section 6.9) to which the Company or any of its Subsidiaries is a party or by which any of the assets or properties of the Company or any of its Subsidiaries is bound, or any instrument or Law, or result in the creation of (or impose any obligation Lien on the Company or any of its Subsidiaries to create) any mortgage, lien, charge, security interest or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to the terms of any such termevidence of Indebtedness, except where or any instrument or agreement under or pursuant to which any evidence of Indebtedness has been issued, or any other instrument or agreement referred to in this ss.2.8 to which the Company or any of the foregoing, individually its Subsidiaries is a party or in the aggregate, does not and would not reasonably be expected to (i) have a Material Adverse Effect by which it is bound; or (iiC) prevent require the consent of, or materially delay other action by, any stockholder, trustee or any creditor of, any lessor to or any investor in, the consummation Company or any of the transactions contemplated by this Agreementits Subsidiaries or any other non-governmental Person, which have not been obtained.

Compliance with Other Instruments, etc. NO CONFLICT. Neither the Company nor any Subsidiary of the Company The Partnership is (1) not in violation of any term of the Partnership Agreement and none of its Subsidiaries is in violation of any term of its partnership agreement, certificate of partnership, certificate of formation, operating agreement, charter or statute, as applicable, or by-laws (or other similar organizational documents)laws, (2) in violation or default in as the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which case may be; neither the Company or Partnership nor any of its Subsidiaries is a party in default in the performance, observance or by which fulfillment of any of the obligations, covenants or conditions contained in (a) any evidence of Indebtedness, or any agreement or instrument under or pursuant to which any evidence of them may be boundIndebtedness has been issued (or any documents related thereto) or (b) any other agreement or instrument (including, or without limitation, any issued and outstanding preferred stock) to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, "Agreements and Instruments"), except, with respect to clause (2) only, for such violations or defaults which, whether individually or in the aggregate, do not or would not reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially delay the consummation of the transactions contemplated by this Agreement. Assuming (i) the approval of the Company's stockholders as contemplated by Section 8.4, (ii) the filings required under the Exchange Act relating to the Offer, the Proxy Statement and the Merger, (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, and (iv) the approval from the Governmental Bodies listed on Schedule 6.8 of the Company Disclosure Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in any violation of or conflict with, or constitute a default under, the charter, bylaws or other organizational documents of the Company (or any of its Subsidiaries) or (ii) result in any violation of or conflict with or require any consent, waiver, or notice under any Law. Except as set forth in Section 6.8 of the Company Disclosure Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation of or conflict with, constitute a default under, require any consent, filing, waiver or notice under any term of, or result in the reduction or loss of any benefit or the creation or acceleration of any right or obligation under, any agreement, note, bond, mortgage, indenture, contract, lease, Governmental License or other obligation or right (excluding options, restricted stock, employment contracts and other employee related obligations or rights which are addressed in Section 6.9) to which the Company or any of its Subsidiaries them is a party or by which any of them is bound or any of their properties is affected. Neither the assets Partnership nor any of its Subsidiaries has defaulted in, or properties has failed to make at the time contemplated, payment of any dividends or partnership distributions, or any mandatory redemption payments on any preferred stock or any principal of, or premium or interest on, any Indebtedness for Money Borrowed. Neither the execution, delivery or performance of this Agreement, nor the offer, issuance, sale, delivery or performance of the Company Notes, does or will (i) conflict with or violate the partnership agreement, certificate of partnership, certificate of formation, operating agreement, charter or by-laws, as the case may be, of the Partnership or any of its Subsidiaries is boundSubsidiaries, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any evidence of Indebtedness or other agreement or instrument or Lawreferred to in this Section 2.9, or (iii) result in the creation of (or impose any obligation on the Company or Lien of any of its Subsidiaries to create) any mortgage, lien, charge, security interest or other encumbrance nature whatsoever upon any of the properties or assets of the Company Partnership or any of its Subsidiaries pursuant to under the terms of any such termevidence of Indebtedness, except where other agreement or instrument, or (iv) require the consent of or other action by any trustee, any creditor of, any lessor to, or any investor in, the Partnership or any of the foregoing, individually or in the aggregate, does not and would not reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially delay the consummation of the transactions contemplated by this Agreementits Subsidiaries.