Common use of Absence of Restrictions and Conflicts Clause in Contracts

Absence of Restrictions and Conflicts. None of (a) the execution and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either (x) conflicts with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates or conflicts with, constitutes a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results in the loss of any benefit under or permits the acceleration of any obligation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which any of their properties or assets may be bound, or (z) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Seller, or the consummation of the transactions contemplated by this Agreement or the Seller Ancillary Documents by Seller.

Absence of Restrictions and Conflicts. None of (a) the execution and delivery of this Agreement and the Seller Buyer Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller Buyer Ancillary Documents, the consummation of the transactions contemplated hereby and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Buyer Ancillary Documents either (x) conflicts with or results in any breach of any term or provision of the formation documents of Seller the Buyers or, to the knowledge of Sellerthe Buyers, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates or conflicts with, constitutes a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results in the loss of any benefit under or permits the acceleration of any obligation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller the Buyers or, to the knowledge of Sellerthe Buyers, UPREIT LLC or any of the Subject Companies, is a party or by which the Buyers or any of their properties or assets may be bound, or (zc) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller the Buyers or, to the knowledge of Sellerthe Buyers, UPREIT LLC or any of the Subject Companies, Companies is a party or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller the Buyers or, to the knowledge of Sellerthe Buyers, UPREIT LLC or any of the Subject Companies. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party Authority is required to be obtained by Seller the Buyers or, to the knowledge of Sellerthe Buyers, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Buyer Ancillary Documents by Sellerthe Buyers, or the consummation of the transactions contemplated by this Agreement or the Seller Buyer Ancillary Documents by Sellerthe Buyers.

Absence of Restrictions and Conflicts. None of (a) Except as set forth in Section 4.5(a) of the Disclosure Schedule, the execution and delivery by the Company of this Agreement and the Seller Company Ancillary DocumentsDocuments does not, or (b) subject to each of the Required Consents having been obtained, and the performance of this Agreement its obligations hereunder and thereunder will not, (i) conflict with or violate the Seller Ancillary DocumentsCertificate of Incorporation, the consummation Bylaws, the Stockholders Agreement or the certificate or articles of incorporation, bylaws or other comparable governing documents of any Subsidiary, as amended or supplemented, (ii) assuming that all consents, approvals, authorizations, waiting period terminations or expirations, and other actions described in Section 4.5(b) have been obtained and all filings and obligations described in Section 4.5(b) have been made, conflict with or violate any Law applicable to the Company or any Subsidiary, or by which any property or asset of the transactions contemplated hereby and thereby Company or any Subsidiary, is bound or (iii) except as set forth in Section 4.12(a) of the fulfillment Disclosure Schedule as described in the last sentence of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either (x) conflicts with Section 4.12(b), require any consent or results result in any violation or breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, constitute (y) with or without the passing notice or lapse of time or the giving of notice or both, violates or conflicts with, constitutes ) a breach of or default (or gives rise give to others any right of termination, amendment amendment, acceleration or cancellation) under, results or result in the loss triggering of any benefit under payments or permits result in the acceleration creation of a Lien on any obligation underproperty or asset of the Company or any Subsidiary, in all cases, pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement (A) Contract binding on the Company or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which any of their properties or assets may be bound, its Subsidiaries or (zB) violates any judgment, decree or order of any Governmental Authority (as defined below) Entity, to which Seller the Company or any of its Subsidiaries is a party or, to the knowledge of SellerCompany’s Knowledge, UPREIT LLC or by which the Company, any of the Subject Companies, is a party or by which Seller its Subsidiaries or any of their respective properties is bound or any statuteassets are bound, lawexcept, rule with respect to clauses (ii) and (iii), such triggering of payments, Liens, filings, notices, permits, authorizations, consents, approvals, violations, conflicts, breaches or regulation applicable defaults which would not, individually or in the aggregate, reasonably be expected to Seller orresult in a Material Adverse Effect. (b) The execution and delivery by the Company of this Agreement do not, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies. Except for the Required Consents and the consent performance of Bank of Americaits obligations hereunder will not, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no require any consent, approval, order authorization or authorization permit of, or registrationfiling with or notification to, declaration or any Governmental Entity, except (i) (A) for the pre-merger notification requirements of the HSR Act, (B) the Competition Act Approval, (C) the Canada Transportation Act Clearance, and (D) the filing of a Certificate of Merger with, any courtand the acceptance for record thereof by, arbitrator, governmental agency or public or regulatory unit, agency, body or authority the Secretary of State of the United StatesState of Delaware and (ii) where the failure to obtain such consents, any foreign country approvals, authorizations or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Sellerpermits, or to make such filings or notifications would not, individually or in the aggregate, (X) prevent or materially delay consummation of the Merger and the other transactions contemplated by this Agreement or the Seller Ancillary Documents by Seller(Y) reasonably be expected to result in a Material Adverse Effect.

Absence of Restrictions and Conflicts. None of (a) the execution and execution, delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either (x) conflicts with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, (y) with or without the passing of time or the giving of notice or both, violates or conflicts with, constitutes a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results in the loss of any benefit under or permits the acceleration of any obligation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, is a party or by which any of their properties or assets may be bound, or (z) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, is a party or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs. Except for the Required Consents and (i) the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the BuyersBuyer) (the “Bank of America Consent”) and (ii) the consent of Buyer, in its capacity as lender to Sunrise of Xxxx Xxxxx (the “Buyer Consent”), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Seller, or the consummation of the transactions contemplated by this Agreement or the Seller Ancillary Documents by Seller.

Absence of Restrictions and Conflicts. None of (a) the execution and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtainedExcept as disclosed in Schedule 3.10, the execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby or the Seller Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either do not, (xa) conflicts conflict with or results result in any breach of any term or provision of the formation certificate of incorporation, bylaws or other similar corporate or limited liability company organizational documents of Seller or, to Parent or the knowledge of Seller, UPREIT LLC or any of the Subject CompaniesSellers, (yb) with or without the passing of time or the giving of notice or both, violates violate or conflicts conflict with, constitutes constitute a breach of or default (or gives give rise to any right of termination, amendment or cancellation) under, results result in the loss of any benefit under or permits permit the acceleration of any obligation under, any Assumed Contract or result in the creation of any Lien on any of the Assets pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contractContract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC Parent or any of the Subject Companies, Seller is a party or by which any of their properties or assets may be bound, or (zc) violates violate any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC Parent or any of the Subject Companies, Seller is a party or by which Parent or any Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC Parent or any of the Subject CompaniesSeller. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no No consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each each, a “Governmental Authority”) with respect to Parent or any other party Seller is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Seller, Parent or any Seller or the consummation of the transactions contemplated by this Agreement or the Seller Ancillary Documents by Parent or any Seller.

Absence of Restrictions and Conflicts. None of (a) Assuming the execution consents and delivery of this Agreement filings referenced in Section 4.5(b) and Section 4.5(c) are obtained prior to the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtainedClosing, the execution, delivery and performance of this Agreement Agreement, and the Seller Principal Shareholder Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby or the Principal Shareholder Ancillary Documents to which such Closing Date Principal Shareholder is a party and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Principal Shareholder Ancillary Documents either to which such Closing Date Principal Shareholder is party by such Closing Date Principal Shareholder do not or will not (x) conflicts as the case may be), with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates or conflicts withviolate, constitutes constitute a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results result in the loss of any substantial benefit under or permits under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, result in the creation or imposition of, or afford any Person the right to obtain, any Liens upon any Outstanding Shares such Closing Date Principal Shareholder owns (or upon any revenues, income or profits of the Shareholder therefrom) under or require that the Surviving Company offer to purchase or redeem any of its securities under, (a) any term or provision of the termsconstituent or charter documents of such Party, conditions or provisions of (b) any note, bond, mortgagemortgage or indenture, indenturecontract, agreement, lease, sublease, license, contractpermit, agreement franchise, instrument to which such Party is a party or by which such Party may be bound or (c) any Applicable Laws or any judgment, decree, order, injunction, award or ruling of any federal, state, county, provincial, municipal, local, other government, domestic or foreign, or any court, tribunal, administrative or regulatory agency or commission or other obligation governmental entity, ministry, department, authority or agency, domestic or foreign (each a “Governmental Entity” and, collectively, the “Governmental Entities”) or arbitration panel to which Seller such Party is a party or by which such Party or any of its assets or properties are bound; other than, in the case of clause (b) or (c) above, any breach of said clause (b) or (c) that individually or in the aggregate, would not prevent such Party from entering into this Agreement or consummating the transactions contemplated hereby. No actions, suits or proceedings are pending or, to the knowledge of Sellersuch Closing Date Principal Shareholder, UPREIT LLC threatened to which the Closing Date Principal Shareholder is or may become a party which (i) involves the validity or enforceability of any of the Subject Companies, is a party or by which any of their properties or assets may be bound, or (z) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of Closing Date Principal Shareholder’s obligations under this Agreement or the Seller any Principal Shareholder Ancillary Documents by Seller, Document or (ii) seeks (A) to prevent or delay the consummation by the Closing Date Principal Shareholder of the transactions contemplated by this Agreement or the Seller any Principal Shareholder Ancillary Documents by SellerDocument or (B) damages in connection with any such consummation.

Absence of Restrictions and Conflicts. None of (a) the execution The execution, delivery ------------------------------------- and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and of the Seller Ancillary DocumentsTransaction Documents by the Purchaser do not and will not, and the consummation of the transactions contemplated hereby and thereby by the other Transaction Documents will not, conflict with, or the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either (x) conflicts with or results result in any breach of any term violation of, or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, default (y) with or without the passing of time or the giving of notice or lapse of time, or both, violates ) under or conflicts with, constitutes a breach of or default (or gives give rise to any a right of termination, amendment cancellation or cancellation) under, results in the loss of any benefit under or permits the acceleration of any obligation or to loss of a benefit or alteration of rights or obligations under, or result in the creation of any Lien upon any of the termsproperties or assets of the Purchaser under, conditions (A) the articles of incorporation or provisions Bylaws of the Purchaser, (B) any loan or credit agreement, note, bond, mortgage, indenture, leasereciprocal easement agreement, licenselease or other agreement, instrument, permit, concession, contract, agreement franchise or other obligation license to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, Purchaser is a party or by which any of their properties or its assets may be are bound, or (zC) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, subject to the knowledge governmental filings and other matters referred to in the following sentence, any Laws applicable to the Purchaser or its properties or assets, other than, in the case of Sellerclause (B) or (C), UPREIT LLC any such conflicts, violations, defaults, rights or Liens that neither individually nor in the aggregate would prevent or delay in any material respect the consummation of any of the Subject Companies, is a party transactions contemplated hereby or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companiesother Transaction Documents. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no No consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party Authority is required to be obtained by Seller or, or with respect to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, Purchaser in connection with the execution, execution and delivery or performance of this Agreement or and the Seller Ancillary other Transaction Documents by Seller, the Purchaser or the consummation by the Purchaser of the transactions contemplated hereby or thereby, except for (A) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, as may be required in connection with this Agreement and such transactions, and (B) such other consents, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated hereby or by the other Transaction Documents or otherwise prevent the Company from performing its obligations under this Agreement or any other Transaction Document in any material respect or have, individually or in the Seller Ancillary Documents by Selleraggregate, a material adverse effect on the business, assets, financial condition, results of operations or prospects of the Purchaser.

Absence of Restrictions and Conflicts. None of (a) the execution and execution, delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller Buyer Ancillary Documents, the consummation of the transactions contemplated hereby and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Buyer Ancillary Documents either (x) conflicts with or results in any breach of any term or provision of the formation documents of Seller Buyer or, to the knowledge of SellerBuyer, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, (y) with or without the passing of time or the giving of notice or both, violates or conflicts with, constitutes a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results in the loss of any benefit under or permits the acceleration of any obligation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller Buyer or, to the knowledge of SellerBuyer, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, is a party or by which Buyer or any of their properties or assets may be bound, or (zc) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller Buyer or, to the knowledge of SellerBuyer, UPREIT LLC any of the Subject GPs or any of the Subject Companies, LPs is a party or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller Buyer or, to the knowledge of SellerBuyer, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs. Except for (i) the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”Consent and (ii) the Buyer Consent (which Buyer Consent is hereby granted by Buyer), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party Authority is required to be obtained by Seller Buyer or, to the knowledge of SellerBuyer, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, in connection with the execution, delivery or performance of this Agreement or the Seller Buyer Ancillary Documents by SellerBuyer, or the consummation of the transactions contemplated by this Agreement or the Seller Buyer Ancillary Documents by SellerBuyer.

Absence of Restrictions and Conflicts. None of (a) the execution The execution, delivery and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller Ancillary DocumentsAgreement, the consummation of the transactions contemplated hereby and thereby or thereby, and the fulfillment of and compliance with the terms and conditions of this Agreement hereof and thereof, do not or will not (as the Seller Ancillary Documents either (x) conflicts case may be), with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates violate or conflicts conflict with, constitutes constitute a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results result in the loss of any benefit under or permits under, permit the acceleration of any obligation underunder or create in any party the right to terminate, modify or cancel, (a) any term or provision of the termscharter documents of the Company, conditions (b) any Company Contract (defined in Section 4.13) or provisions of any note, bond, mortgage, indenture, lease, license, other contract, agreement agreement, permit, franchise, license or other obligation to which Seller or, instrument applicable to the knowledge of SellerCompany or the Member, UPREIT LLC or any of the Subject Companies, is a party or by which any of their properties or assets may be bound, or (zc) violates any judgment, decree or order of any court or Governmental Authority (as defined below) Entity or agency to which Seller or, to the knowledge of Seller, UPREIT LLC Company or any of the Subject Companies, is Member are a party or by which Seller the Company or the Member or any of their respective properties is bound are bound, or (d) any statute, law, rule Law or regulation arbitration award applicable to Seller or, to the knowledge of Seller, UPREIT LLC Company or any of the Subject CompaniesMember. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no No consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party Entity is required to be obtained by Seller or, with respect to the knowledge of Seller, UPREIT LLC Company or any of the Subject Companies, Member in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by SellerAgreement, or the consummation of the transactions contemplated by hereby or thereby. (b) The execution, delivery and performance of this Agreement Agreement, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not, with the passing of time or the Seller Ancillary Documents giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel (a) any contract, agreement, permit, franchise, license or other instrument applicable to the Member, (b) any judgment, decree or order of any Governmental Entity to which the Member is a party or by Sellerwhich the Member or his properties are bound, or (c) any Law or arbitration award applicable to the Member.

Absence of Restrictions and Conflicts. None of (a) the execution The execution, delivery and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement Agreement, the Company Ancillary Documents and the Seller Ancillary Documentsany other Related Document, the consummation of the transactions contemplated hereby by this Agreement, the Company Ancillary Documents and thereby or any other Related Document and the fulfillment of and compliance with the terms and conditions of this Agreement and Agreement, the Seller Company Ancillary Documents either (x) conflicts with and any other Related Document do not or results will not, as the case may be, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any breach of party the right to terminate, modify or cancel, or otherwise require any action, consent, approval, Order, authorization, registration, declaration or filing with respect to (a) any term or provision of the formation organizational documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates or conflicts with, constitutes a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results in the loss of any benefit under or permits the acceleration of any obligation underCompany, any of the termsits Subsidiaries or any LEAF Fund, conditions (b) any Material Contract, Permit or provisions any Revolving Facility or Securitization, (c) any Order of any note, bond, mortgage, indenture, lease, license, contract, agreement court or other obligation Governmental Entity or agency to which Seller orthe Company, to the knowledge any of Seller, UPREIT LLC its Subsidiaries or any of the Subject Companies, LEAF Fund is a party or by which any of their properties or respective assets may be bound, are bound or (zd) violates any judgmentPermit, decree Law or order arbitration award of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency Entity or public or regulatory unit, agency, body agency or authority of applicable to the United StatesCompany, any foreign country of its Subsidiaries or any domestic or foreign stateLEAF Fund (other than in the case of clauses (b), county, city or other political subdivision thereof (each a “Governmental Authority”c) or (d), any other party is required such violations, conflicts, breaches, defaults, losses, accelerations, creations of rights, actions, consents, approvals, authorizations, registrations, declarations or filings that, individually or in the aggregate, have not been and would not be reasonably expected to be obtained by Seller or, materially adverse to the knowledge of SellerCompany or its Subsidiaries), UPREIT LLC or any of the Subject Companies, in connection with nor shall the execution, delivery or and performance of this Agreement or Agreement, the Seller Company Ancillary Documents by Seller, or and any other Related Document the consummation of the transactions contemplated by this Agreement or Agreement, the Seller Company Ancillary Documents by Sellerand any other Related Document and the fulfillment of and compliance with the terms and conditions of this Agreement, Company Ancillary Documents and any other Related Document, trigger any options, rights of first refusal, rights of first offer, or claims under applicable maintenance of uniform interest provisions in joint operating agreements, or similar rights or restrictions.