Common use of No Conflict; Government Consent Clause in Contracts

No Conflict; Government Consent. Neither the execution and delivery by such Subsidiary Borrower of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplated to be consummated by it, nor compliance by such Subsidiary Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Subsidiary Borrower or any of its Subsidiaries or such Subsidiary Borrower’s or any of its Subsidiaries’ memoranda of association or articles or certificate of incorporation, by-laws or other constituent documents and agreements or the provisions of any material indenture, instrument or agreement to which such Subsidiary Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien in, of or on the property of such Subsidiary Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental agency is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents except such as have been obtained or made and are in full force and effect.

No Conflict; Government Consent. Neither the execution and delivery by such Subsidiary the Borrower or the Parent Entities of the Loan Documents to which it is a partyDocuments, nor the consummation by it of the transactions therein contemplated to be consummated by itcontemplated, nor compliance by such Subsidiary Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Subsidiary Borrower the Borrower, the Parent Entities, or any of its Borrower’s Subsidiaries or such Subsidiary the Borrower’s ’s, Parent Entities’ or any of its Subsidiaries’ memoranda of association or Subsidiary’s articles or certificate of incorporation, operating agreements, partnership agreement, or by-laws or other constituent documents and agreements laws, or the provisions of any material indenture, instrument or agreement to which such Subsidiary Borrower the Borrower, the Parent Entities or any of its Borrower’s Subsidiaries is a party or is subject, or by which it, or its propertyProperty, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in the creation or imposition of any Lien in, of or on the property Property of such the Borrower, Parent Entity or a Subsidiary Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental agency or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents except such as have been obtained or made and are in full force and effectother than the filing of a copy of this Agreement.

No Conflict; Government Consent. Neither the execution and delivery by such Subsidiary Borrower GPLP and Owner of the Loan Documents to which it is a partyDocuments, nor the consummation by it of the transactions therein contemplated to be consummated by itcontemplated, nor compliance by such Subsidiary Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Subsidiary Borrower GPLP or any of its Subsidiaries Owner, or such Subsidiary BorrowerGPLP’s or any of its Subsidiaries’ memoranda of association or Owner’s articles or certificate of incorporation, operating agreements, partnership agreement, or by-laws or other constituent documents and agreements laws, or the provisions of any material indenture, instrument or agreement to which such Subsidiary Borrower GPLP or any of its Subsidiaries Owner is a party or is subject, or by which it, or its propertyProperty, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in the creation or imposition of any Lien in, of or on the property Property of such Subsidiary Borrower GPLP or any of its Subsidiaries Owner, pursuant to the terms of any such indenture, instrument or agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental agency or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents except such as have been obtained or made and are in full force and effectother than the filing of a copy of this Agreement.

No Conflict; Government Consent. Neither the execution and delivery by such Subsidiary Borrower the Borrowers of the Loan Documents to which it is a partyCredit Documents, nor the consummation by it of the transactions therein contemplated to be consummated by itprovided for therein, nor compliance by such Subsidiary Borrower with the provisions thereof thereof, will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Subsidiary Borrower the Borrowers or any of its their Significant Subsidiaries or such Subsidiary Borrower’s the Borrowers’ or any of its their Significant Subsidiaries’ memoranda of association certificate or articles of incorporation or certificate of incorporation, by-laws or other constituent documents and agreements or the provisions of any material indenture, instrument or agreement to which such Subsidiary Borrower the Borrowers or any of its their Significant Subsidiaries is a party are parties or is are subject, or by which itthey, or its propertytheir Property, is are bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien in, of or on the property Property of such Subsidiary Borrower the Borrowers or any of its their Significant Subsidiaries pursuant to the terms of any such indenture, instrument or agreement, other than such violations, conflicts or defaults which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No order, consent, notice, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental agency Governmental Authority is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents Credit Documents, except such as would not have been obtained or made and are in full force and effecta Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by such Subsidiary Borrower of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplated to be consummated by it, nor compliance by such Subsidiary Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Subsidiary Borrower or any of its Subsidiaries or such Subsidiary Borrower’s 's or any of its Subsidiaries’ memoranda of association or ' articles or certificate of incorporation, by-laws or other constituent documents and agreements or the provisions of any material indenture, instrument or agreement to which such Subsidiary Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien lien in, of or on the property of such Subsidiary Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental agency is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents except such as have been obtained or made and are in full force and effectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by such Subsidiary the Borrower or the Parent Entities of the Loan Documents to which it is a partyDocuments, nor the consummation by it of the transactions therein contemplated to be consummated by itcontemplated, nor compliance by such Subsidiary Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Subsidiary Borrower the Borrower, the Parent Entities, or any of its Borrower's Subsidiaries or such Subsidiary the Borrower’s 's, Parent Entities' or any of its Subsidiaries’ memoranda of association or Subsidiary's articles or certificate of incorporation, operating agreements, partnership agreement, or by-laws or other constituent documents and agreements laws, or the provisions of any material indenture, instrument or agreement to which such Subsidiary Borrower the Borrower, the Parent Entities or any of its Borrower's Subsidiaries is a party or is subject, or by which it, or its propertyProperty, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in the creation or imposition of any Lien in, of or on the property Property of such the Borrower, Parent Entity or a Subsidiary Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental agency or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents except such as have been obtained or made and are in full force and effectother than the filing of a copy of this Agreement.

No Conflict; Government Consent. Neither the execution and delivery by such Subsidiary Borrower the Borrowers of the Loan Documents to which it is a partyCredit Documents, nor the consummation by it of the transactions therein contemplated to be consummated by itprovided for therein, nor compliance by such Subsidiary Borrower with the provisions thereof thereof, will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Subsidiary Borrower the Borrowers or any of its their Significant Subsidiaries or such Subsidiary Borrower’s the Borrowers' or any of its their Significant Subsidiaries’ memoranda of association ' certificate or articles of incorporation or certificate of incorporation, by-laws or other constituent documents and agreements or the provisions of any material indenture, instrument or agreement to which such Subsidiary Borrower the Borrowers or any of its their Significant Subsidiaries is a party are parties or is are subject, or by which itthey, or its propertytheir Property, is are bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien in, of or on the property Property of such Subsidiary Borrower the Borrowers or any of its their Significant Subsidiaries pursuant to the terms of any such indenture, instrument or agreement, other than such violations, conflicts or defaults which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No order, consent, notice, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental agency Governmental Authority is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents Credit Documents, except such as would not have been obtained or made and are in full force and effecta Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by such Subsidiary the Borrower of the Loan Documents to which it is a partyDocuments, nor the consummation by it of the transactions therein contemplated to be consummated by itcontemplated, nor compliance by such Subsidiary Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Subsidiary the Borrower or any of its Subsidiaries or such Subsidiary the Borrower’s or any of its Subsidiaries’ memoranda of association or Subsidiary’s articles or certificate of incorporation, by-laws laws, articles of organization, articles of formation, certificates of trust, limited partnership certificates, operating agreements, trust agreements, or other constituent documents and agreements limited partnership agreements, or the provisions of any material indenture, instrument or agreement to which such Subsidiary the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its propertyProperty, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in the creation or imposition of any Lien in, of or on the property Property of such Subsidiary the Borrower or any of its Subsidiaries a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental agency or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents except such as have been obtained or made and are in full force and effectother than the filing of a copy of this Agreement.

No Conflict; Government Consent. Neither the execution and delivery by such Subsidiary Borrower the Company or any Other Guarantor of the any Loan Documents to which it is a partyDocument, nor the consummation by it of the transactions therein contemplated to be consummated (including the incurrence by iteach Borrower of its Reimbursement Obligations), nor compliance by such Subsidiary Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Subsidiary Borrower the Company, any of the Company's Subsidiaries or any of its Subsidiaries Other Guarantor or such Subsidiary Borrower’s the Company's or any of its Subsidiaries’ memoranda of association Other Guarantor's Organization Documents, Regulation T, U or articles or certificate of incorporationX, by-laws or other constituent documents and agreements or the provisions of any material indenture, instrument or agreement to which such Subsidiary Borrower the Company, its Subsidiaries or any of its Subsidiaries Other Guarantor is a party or is subject, or by which it, or its propertyProperty, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in the creation or imposition of any Lien in, of or on the property Property of such Subsidiary Borrower the Company, any of the Company's Subsidiaries or any of its Subsidiaries Other Guarantor pursuant to the terms of any such indenture, instrument or agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental agency or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents except such as have been obtained or made and are in full force and effectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by such Subsidiary Borrower of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplated to be consummated by it, nor compliance by such Subsidiary Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Subsidiary Borrower or any of its Subsidiaries or such Subsidiary Borrower’s or any of its Subsidiaries’ memoranda of association or articles or certificate of incorporation, by-laws or other constituent documents and agreements or the provisions of any material indenture, instrument or agreement to which such Subsidiary Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien in, of or on the property of such Subsidiary Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental agency is required to authorize, or is required to be made by such Subsidiary Borrower in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents except such as have been obtained or made and are in full force and effect.

No Conflict; Government Consent. Neither the execution and delivery by such Subsidiary the Borrower or the Parent Entities of the Loan Documents to which it is a partyDocuments, nor the consummation by it of the transactions therein contemplated to be consummated by itcontemplated, nor compliance by such Subsidiary Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Subsidiary Borrower the Borrower, the Parent Entities, or any of its Borrower’s Subsidiaries or such Subsidiary the Borrower’s ’s, Parent Entities’ or any of its Subsidiaries’ memoranda of association or Subsidiary’s articles or certificate of incorporation, operating agreements, partnership agreement, or by-laws or other constituent documents and agreements laws, or the provisions of any material indenture, instrument or agreement to which such Subsidiary Borrower the Borrower, the Parent Entities or any of its Borrower’s Subsidiaries is a party or is subject, or by which it, or its propertyProperty, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in the creation or imposition of any Lien in, of or on the property Property of such the Borrower, Parent Entity or a Subsidiary Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental agency or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents except such as have been obtained or made and are in full force and effect.other than the filing of a copy of this Agreement. 15031925\V-9

No Conflict; Government Consent. Neither the execution and delivery by such Subsidiary Designated Borrower of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplated to be consummated by it, nor compliance by such Subsidiary Designated Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Subsidiary Designated Borrower or any of its Subsidiaries or such Subsidiary Designated Borrower’s or any of its Subsidiaries’ memoranda or articles of association or articles or certificate of incorporation, by-laws or other constituent documents and agreements or the provisions of any material indenture, instrument or agreement to which such Subsidiary Designated Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien lien in, of or on the property of such Subsidiary Designated Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreementagreement in any such case which violation, conflict, default, creation or imposition would not reasonably be expected to have a Material Adverse Effect. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or 88 67484784_8 exemption by, any governmental agency Governmental Authority is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents Documents, except for such as have been obtained or made and are in full force and effectmade.

No Conflict; Government Consent. Neither the execution and delivery by such Subsidiary each of the Borrower and each Guarantor of the Loan Documents to which it is a party, nor the issuance of the 2020 Subordinated Notes, nor the refinancing of the Existing Subordinated Notes (including the Tender Offer and redemption related to the Existing Subordinated Notes), nor the consummation by it of the transactions therein contemplated to be consummated by itin the Loan Documents, nor compliance by such Subsidiary Borrower with the provisions thereof will (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Subsidiary Requirements of Law applicable to the Borrower or any of its Subsidiaries or such Subsidiary Borrower’s or any judgment, order or ruling of its Subsidiaries’ memoranda of association or articles or certificate of incorporationany Governmental Authority, by-laws or other constituent documents and agreements or (b) violate the provisions of any material indenture, instrument or agreement to which such Subsidiary the Borrower or any of its Subsidiaries Subsidiary is a party or is subject, or by which it, or its propertyProperty, is bound, or conflict with or constitute a default thereunder, except to the extent such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien in, of or on the property Property of such Subsidiary the Borrower or any of its Subsidiaries pursuant to Subsidiary other than the terms of any such indenture, instrument or agreementLiens created under the Loan Documents. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental agency Governmental Authority, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents except such as have been obtained or made and are in full force and effectDocuments.

No Conflict; Government Consent. Neither the execution and delivery by such Subsidiary the Borrower of the Loan Documents to which it is a partyCredit Documents, nor the consummation by it of the transactions therein contemplated to be consummated by itprovided for therein, nor compliance by such Subsidiary Borrower with the provisions thereof thereof, will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Subsidiary the Borrower or any of its Significant Subsidiaries or such Subsidiary the Borrower’s or any of its Significant Subsidiaries’ memoranda of association certificate or articles of incorporation or certificate of incorporation, by-laws or other constituent documents and agreements or the provisions of any material indenture, instrument or agreement to which such Subsidiary the Borrower or any of its Significant Subsidiaries is a party are parties or is are subject, or by which itthey, or its propertytheir Property, is are bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien in, of or on the property Property of such Subsidiary the Borrower or any of its Significant Subsidiaries pursuant to the terms of any such indenture, instrument or agreement, other than such violations, conflicts or defaults which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No order, consent, notice, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental agency Governmental Authority is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents Credit Documents, except such as would not have been obtained or made and are in full force and effecta Material Adverse Effect.

No Conflict; Government Consent. Neither the execution and delivery by such Subsidiary Borrower of the Loan Documents to which it is a party, nor the consummation by it of the transactions therein contemplated to be consummated by it, nor compliance by such Subsidiary Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Subsidiary Borrower or any of its Subsidiaries or such Subsidiary Borrower’s or any of its Subsidiaries’ memoranda of association or articles or certificate of incorporation, by-laws or other constituent documents and agreements or the provisions of any material indenture, instrument or agreement to which such Subsidiary Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien in, of or on the property of such Subsidiary Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental agency is required to authorize, or is required to be made by such Subsidiary Borrower in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents except such as have been obtained or made and are in full force and effect.. [[NYCORP:3493733v14:3138D: 11/19/2014--06:51 PM]]