Common use of No Breach Clause in Contracts

No Breach. Neither (a) the execution and delivery of the Loan Documents or (b) the consummation of the transactions therein contemplated in compliance with the terms and provisions thereof will conflict with or result in a breach of the charter or by-laws of the Borrower, or any applicable law, rule or regulation, or any order, writ, injunction or decree of any Governmental Authority, or other material agreement or instrument to which the Borrower, or any of its Subsidiaries, is a party or by which any of them or any of their property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) its Designation Letter, the consummation of the transactions therein herein contemplated in and compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the such Approved Borrower, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authority, or other material any agreement or instrument to which the Borrower, such Approved Borrower or any of its Subsidiaries, Subsidiaries is a party or by which any of them or any of their property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) the execution and delivery None of the Loan Documents or (b) execution, delivery and performance of this Agreement, the consummation of the transactions therein contemplated in herein contemplated, or compliance with the terms and provisions thereof will hereof, shall conflict with or result in a violation or breach of the terms, conditions or provisions of, or require any consent under, the charter or by-laws of the BorrowerContractor, or any applicable law, rule Applicable Law or regulation, or any order, writ, injunction injunction, award, judgment or decree of any Governmental Authoritycourt, or any agreement, contract, indenture or other material agreement or instrument to which the Borrower, or any of its Subsidiaries, Contractor is a party or by which any of them it or any of their property its assets is bound or to which any of them it or its assets is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this Agreement, the consummation of the transactions therein herein contemplated in and compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the BorrowerCompany or any of its Subsidiaries, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authority, or other any material agreement or instrument to which the Borrower, Company or any of its Subsidiaries, Subsidiaries is a party or by which any of them or any of their property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrumentother than immaterial conflicts under contractual obligations.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this Agreement, the consummation of the transactions therein herein contemplated in or compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the BorrowerCompany, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any court or Governmental Authority, or other any material agreement or instrument to which the Borrower, Company or any of its Subsidiaries, Subsidiaries is a party or by which any of them or any of their property assets or properties is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) the execution and delivery of the Loan Documents or (b) and the consummation of the transactions therein contemplated in Related Documents, nor compliance with the terms and provisions thereof hereof will conflict with or result in a breach of, or require any consent which has not been obtained as of the Closing Date under, the respective charter or by-laws bylaws, partnership agreement, operating agreement or other organizational documents, as the case may be, of the Borrower, Borrower or any applicable lawSubsidiary, rule or regulationor, in any material respect, any Governmental Requirement or any order, writ, injunction or decree of any Governmental Authority, or other material agreement or instrument to which the Borrower, Borrower or any of its Subsidiaries, Subsidiary is a party or by which any of them or any of their property it is bound or to which any of them is it or its Properties are subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any material Lien upon any property of the revenues or assets of the Borrower or any of its Subsidiaries, Subsidiary pursuant to the terms of any such agreement or instrumentinstrument other than the Liens created by the Loan Documents.

No Breach. Neither (a) None of the execution and delivery of this Agreement and the Loan Documents or (b) Notes, the consummation of the transactions therein herein contemplated in or compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the Borrowerany Fund, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other any material agreement or instrument to which the Borrower, or any of its Subsidiaries, Fund is a party or by which any of them it or any of their property its or any Borrower's Property is bound or to which any of them it is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this Agreement, the consummation of the transactions therein herein contemplated in or compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the BorrowerCompany, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any court or Governmental Authority, or other material any agreement or instrument to which the Borrower, Company or any of its Subsidiaries, Subsidiaries is a party or by which any of them or any of their property assets or properties is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) the execution and delivery of the Loan Documents or nor (b) the consummation of the transactions therein contemplated in compliance with the terms and provisions thereof will conflict with or result in a breach of the charter or by-laws of the any Borrower, or any applicable law, rule or regulation, or any order, writ, injunction or decree of any Governmental Authority, or any Servicing Agreement or other material agreement or instrument to which the Borrower, any Borrower or any of its Subsidiaries, Affiliates is a party or by which any of them or any of their property Property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, instrument or result in the creation or imposition of any Lien (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition upon any Property of any Lien upon any property of the Borrower or any of its Subsidiaries, Subsidiaries pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of this Agreement and the Loan Documents or (b) Notes, the consummation of the transactions therein herein contemplated in and compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or byBy-laws of the Borrower, or any applicable law, rule Applicable Law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other material any agreement or instrument to which the Borrower, Borrower or any of its Subsidiaries, Material Subsidiaries is a party or by which any of them or any of their property it is bound or to which any of them it is subjectsubject or which is applicable to it, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the revenues or assets of the Borrower or any of its Subsidiaries, Material Subsidiaries pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this Agreement, the consummation of the transactions therein herein contemplated in and compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the BorrowerBorrower or any of its Subsidiaries, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authority, or other any material agreement or instrument to which the Borrower, Borrower or any of its Subsidiaries, Subsidiaries is a party or by which any of them or any of their property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrumentother than immaterial conflicts under contractual obligations.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this Agreement, the consummation of the transactions therein contemplated in hereby and compliance with the terms and provisions thereof hereof will conflict with or result in a breach of, or require any consent (except such consents as have been obtained) under (i) the organizational documents of the charter or by-laws of the BorrowerOperating Partnership, or (ii) any material applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other material (iii) any agreement or instrument to which the Borrower, or any of its Subsidiaries, Operating Partnership is a party or by which any of them or any of their property it is bound or to which any of them it is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien lien upon any property of the Borrower revenues or any assets of its Subsidiaries, the Operating Partnership pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of this Agreement and the Loan Documents or (b) Notes, the consummation of the transactions therein herein contemplated in and compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the Borrower, or any applicable law, rule Applicable Law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other material any agreement or instrument to which the Borrower, Borrower or any of its Subsidiaries, Material Subsidiaries is a party or by which any of them or any of their property it is bound or to which any of them it is subjectsubject or which is applicable to it, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the revenues or assets of the Borrower or any of its Subsidiaries, Material Subsidiaries pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of this Note and the Loan Documents or (b) Security Agreement, the consummation of the transactions herein and therein contemplated in or compliance with the terms and provisions hereof and thereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the Borrower, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other material any agreement or instrument to which the Borrower, or any of its Subsidiaries, Borrower is a party or by which any of them or any of their property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens security interest created pursuant to this Loan the Security Agreement) result in the creation or imposition of any Lien lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of this Agreement and the Loan Documents or Notes (b) if any), the consummation of the transactions therein herein contemplated in or compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the BorrowerCompany, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other material any agreement or instrument to which the Borrower, Company or any of its Subsidiaries, Subsidiaries is a party or by which any of them or any of their property Property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of this Agreement and the Loan Documents or (b) Purchased Shares, the consummation of the transactions herein and therein contemplated in and compliance with the terms and provisions hereof and thereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the Borrower, Company or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any court or Governmental Authority, or other material any agreement or instrument to which the Borrower, Company or any of its Subsidiaries, Subsidiaries is a party or by which any of them or any of their property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, which conflict, breach, failure to obtain consent or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrumentdefault would have a Material Adverse Effect.

No Breach. Neither (a) None of the execution and delivery of this Agreement, the Loan Documents or (b) Common Shares and the Amendment, the consummation of the transactions herein and therein contemplated in and compliance with the terms and provisions hereof and thereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the Borrower, Company or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority, or other material any agreement or instrument to which the Borrower, Company or any of its Subsidiaries, subsidiaries is a party or by which any of them or any of their property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, which conflict, breach, failure to obtain consent or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrumentdefault would have a Material Adverse Effect.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this Agreement, the consummation of the transactions therein herein contemplated in and compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the Parent or the Borrower, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authority, or other material any agreement or instrument to which the Borrower, or Parent and/or any of its Subsidiaries, Material Subsidiaries is a party or by which any of them or any of their property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of this Agreement and the Loan Documents or (b) Notes, the consummation of the transactions therein herein contemplated in or compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the BorrowerCompany, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other material any agreement or instrument to which the Borrower, Company or any of its Subsidiaries, Subsidiaries is a party or by which any of them or any of their property Property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this Agreement, the consummation of the transactions therein herein contemplated in or compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or charter, by-laws or operating agreement of the Borrowersuch Obligor or any of its subsidiaries, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other material any agreement or instrument to which the Borrower, such Obligor or any of its Subsidiaries, subsidiaries is a party or by which any of them or any of their property is they are bound or to which any of them is they are subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien lien upon any property of the Borrower such Obligor or any of its Subsidiaries, subsidiaries pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of this Agreement and the Loan Documents or (b) Notes, the consummation of the transactions therein herein contemplated in or compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the any Borrower, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other material any agreement or instrument to which the Borrower, or any of its Subsidiaries, such Borrower is a party or by which any of them or any of their property Property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) the execution and delivery of the Loan Documents or (b) Documents, the consummation of Acquisition Documents, the transactions therein contemplated in Approved Securities nor Approved Securities Purchase Documents, nor compliance with the terms and provisions thereof hereof will conflict with or result in a breach of, or require any consent which has not been obtained as of the Closing Date under, the respective charter or by-laws of the BorrowerBorrower or any Subsidiary, or any applicable law, rule or regulation, Governmental Requirement or any order, writ, injunction or decree of any Governmental Authority, or other material agreement or instrument to which the Borrower, Borrower or any of its Subsidiaries, Subsidiary is a party or by which any of them or any of their property it is bound or to which any of them is it or its Properties are subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the revenues or assets of the Borrower or any of its Subsidiaries, Subsidiary pursuant to the terms of any such agreement or instrumentinstrument other than the Liens created by the Loan Documents.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this Agreement, the consummation of the transactions therein herein contemplated in and compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the BorrowerGuarantor or the Company, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authority, or other material any agreement or instrument to which the Borrower, or Guarantor and/or any of its Subsidiaries, Material Subsidiaries is a party or by which any of them or any of their property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this Agreement, the consummation of the transactions therein herein contemplated in or compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the Borrower, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other material any agreement or instrument to which the Borrower, Borrower or any of its Subsidiaries, Subsidiaries is a party or by which any of them or any of their property Property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this Agreement, the consummation of the transactions therein herein contemplated in and compliance with the terms and provisions thereof hereof by such corporation or legal entity will conflict with or result in a breach of, or require any consent under, the certificate of the charter incorporation or by-laws of the Borrowersuch corporation or other organizational documents, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any court or Governmental AuthorityAuthority binding on such corporation or legal entity, or other material any agreement or instrument to which the Borrower, or any of its Subsidiaries, such corporation is a party or by which any of them or any of their property it is bound or to which any of them it is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of this Agreement and the Loan Documents or (b) Notes, the consummation of the transactions therein herein contemplated in or compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-by- laws of the Borrower, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other material any agreement or instrument to which the Borrower, Borrower or any of its Subsidiaries, Subsidiaries is a party or by which any of them or any of their property Property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of this Agreement, the Loan Documents or (b) the --------- consummation of the transactions therein herein contemplated in or compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws or other organizational instrument of the BorrowerManager Entity, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other material any agreement or instrument to which the Borrower, or any of its Subsidiaries, Manager Entity is a party or by which any of them or any of their property the Manager Entity is bound or to which any of them the Manager Entity is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower revenues or any assets of its Subsidiaries, the Manager Entity pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) any Credit Document, the consummation of the transactions therein contemplated in any Credit Document and compliance with the terms and provisions thereof of any Credit Document will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the Borrowereach Obligor, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authority, or other material any agreement or instrument to which the Borrower, or Guarantor and/or any of its Subsidiaries, Material Subsidiaries is a party or by which any of them or any of their property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this Pledge Agreement, the consummation of the transactions therein herein contemplated in and compliance with the terms and provisions thereof hereof will conflict with or result in a breach of, or require any consent under (except such consents that have been obtained on or prior to the date hereof), any organizational documents of the charter Pledgor or by-laws of the Borrower, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any court or Governmental Authority, or other material any agreement or instrument to which the Borrower, or any of its Subsidiaries, Pledgor is a party or by which any of them or any of their property it is bound or to which any of them it is subject, subject or constitute a default under any such material agreement or instrument, or (except for the Liens created security interest granted pursuant to this Loan Pledge Agreement) result in the creation or imposition of any Lien lien upon any property assets or revenues of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrumentPledgor.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) its Designation Letter, the consummation of the transactions therein herein contemplated in and compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the such Approved Borrower, or any applicable law, rule law or 5-Year Credit Agreement regulation, or any order, writ, injunction or decree of any Governmental Authority, or other material any agreement or instrument to which the Borrower, such Approved Borrower or any of its Subsidiaries, Subsidiaries is a party or by which any of them or any of their property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) Documents, the consummation of the transactions therein contemplated in and compliance with the terms and provisions thereof will conflict with or result in a breach of the charter or by-laws of the Borrowerof, or require any applicable law, rule consent (not theretofore obtained at the time the representation is made) under any Applicable Law or regulation, or any order, writ, injunction injunction, judgment or decree of any court or Governmental Authority, or other material any agreement or instrument to which the Borrower, or any of its Subsidiaries, Borrower is a party or by which it or any of them or any of their property is bound or to which it or any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the revenues or assets of any Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrumentinstrument other than the Lien created by the Loan Documents.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this Agreement, the consummation of the transactions therein herein contemplated in or compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the BorrowerCompany, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other material any agreement or instrument to which the Borrower, Company or any of its Subsidiaries, Subsidiaries is a party or by which any of them or any of their property Property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this Agreement, the consummation of the transactions therein herein contemplated in or compliance with the terms and provisions thereof hereof will conflict with or result in a breach of the charter or by-laws of the Borrowerof, or require any consent (except such consents as have been obtained or are reasonably expected to be obtained in due course) under, the limited partnership agreement or other organizational documents of Carr, xx any applicable law, rule Law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt, or other material any agreement or instrument to which the Borrower, or any of its Subsidiaries, it is a party or by which any of them or any of their property it is bound or to which any of them it or its property is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this Agreement, the consummation of the transactions therein herein contemplated in or compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the BorrowerCompany, or any applicable law, rule law or regulationregulation in any material respect, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other material any agreement or instrument in any material respect to which the Borrower, Company or any of its Subsidiaries, Subsidiaries is a party or by which any of them or any of their property Property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property Property of the Borrower Company or any of its Subsidiaries, Subsidiaries pursuant 364-Day Credit Agreement to the terms of any such agreement or instrument.

No Breach. Neither (a) the The execution and delivery of the Loan Documents or (b) Credit Documents, the consummation of the transactions herein and therein contemplated in and compliance with the terms and provisions thereof hereof and thereof, will not conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the BorrowerCompany, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other material any agreement or instrument to which the Borrower, Company or any of its Subsidiaries, Subsidiaries is a party or by which any of them or any of their property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower revenues or assets of the Company or any of its Subsidiaries, Subsidiaries pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this Agreement, the consummation of the transactions therein herein contemplated in and compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the either Borrower, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other material any agreement or instrument to which the Borrower, or Company and/or any of its Subsidiaries, Subsidiaries is a party or by which any of them or any of their property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this Agreement, the consummation of the transactions therein herein contemplated in and compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the BorrowerGuarantor or any of its Subsidiaries, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authority, or other any material agreement or instrument to which the Borrower, Guarantor or any of its Subsidiaries, Subsidiaries is a party or by which any of them or any of their property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrumentother than immaterial conflicts under contractual obligations.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this --------- Agreement, the consummation of the transactions therein herein contemplated in or compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws or other organizational instrument of the BorrowerManager Entity, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other material any agreement or instrument to which the Borrower, or any of its Subsidiaries, Manager Entity is a party or by which any of them or any of their property the Manager Entity is bound or to which any of them the Manager Entity is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower revenues or any assets of its Subsidiaries, the Manager Entity pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) Documents, the consummation of the transactions therein contemplated in and compliance with the terms and provisions thereof will conflict with or result in a breach of the charter or by-laws of the Borrowerof, or require any consent (not theretofore obtained at the time the representation is made) under any applicable law, rule law or regulation, or any order, writ, injunction injunction, judgment or decree of any Governmental Authoritycourt or governmental authority or agency, or other material any agreement or instrument to which the Borrower, or any of its Subsidiaries, Borrower is a party or by which it or any of them or any of their property is bound or to which it or any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the revenues or assets of any Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrumentinstrument other than the lien created by the Loan Documents.

No Breach. Neither (a) None of the execution and delivery of this Agreement and the Loan Documents or (b) Notes and the other Basic Documents, the consummation of the transactions herein and therein contemplated in or compliance with the terms and provisions hereof and thereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws bylaws of the BorrowerCompany, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other material any agreement or instrument to which the Borrower, or any of its Subsidiaries, Company is a party or by which any of them or any of their property Property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreementthe Security Documents) result in the creation or imposition of any Lien upon any property Property of the Borrower or any of its Subsidiaries, Company pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this Agreement, the consummation of the transactions herein and therein contemplated in or compliance with the terms and provisions hereof and thereof will conflict with or result in a breach of of, or require any consent (except for those which have been obtained) under, the charter or by-laws organizational documents of the Borrower, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any court or Governmental Authority, or other material any agreement or instrument to which the Borrower, or any of its Subsidiaries, Borrower is a party or by which any of them or any of their property Property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property Property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this --------- Agreement, the consummation of the transactions therein herein contemplated in or compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the BorrowerCompany, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other material any agreement or instrument to which the Borrower, Company or any of its Subsidiaries, Subsidiaries is a party or by which any of them or any of their property Property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of this Agreement and the Loan Documents or (b) Notes, the consummation of the transactions therein herein contemplated in or compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the Borrower, or any applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other material any agreement or instrument to which the Borrower, or any of its Subsidiaries, Borrower is a party or by which any of them or any of their property Property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this Agreement, the consummation of the transactions therein contemplated in hereby and compliance with the terms and provisions thereof hereof by it will conflict with or result in a breach of the charter or by-laws of the Borrowerof, or require any consent (except such consents as have been obtained) under (i) its organizational documents, (ii) any material applicable law, rule law or regulation, or any order, writ, injunction or decree of any Governmental Authoritycourt or governmental authority or agency, or other (iii) any material agreement or instrument to which the Borrower, or any of its Subsidiaries, it is a party or by which any of them or any of their property it is bound or to which any of them it is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien lien upon any property of the Borrower or any of its Subsidiaries, revenues or assets pursuant to the terms of any such agreement or instrument.

No Breach. Neither (a) None of the execution and delivery of the Loan Documents or (b) this Agreement, the consummation of the transactions therein herein contemplated in or compliance with the terms and provisions thereof hereof will conflict with or result in a breach of of, or require any consent under, the charter or by-laws of the BorrowerCompany, or any applicable law, rule law or regulationregulation in any material respect, or any order, writ, injunction or decree of any Governmental Authority, or other material any agreement or instrument in any material respect to which the Borrower, Company or any of its Subsidiaries, Subsidiaries is a party or by which any of them or any of their property Property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Loan Agreement) result in the creation or imposition of any Lien upon any property Property of the Borrower Company or any of its Subsidiaries, Subsidiaries pursuant to the terms of any such agreement or instrument.