Common use of Authority; Noncontravention; Consents Clause in Contracts

Authority; Noncontravention; Consents. (a) FelCor has the requisite corporate power and authority (i) to enter into this Agreement and each Transaction Document to which FelCor is a party, (ii) to perform its obligations hereunder and thereunder, and (iii) subject to the requisite approval of the Merger by the holders of a majority of the FelCor Common Shares outstanding as of the Record Date (the "FelCor Stockholder Approval"), to consummate the transactions contemplated hereunder and thereunder. The execution and delivery by FelCor of this Agreement and each Transaction Document to which FelCor is a party and the consummation by FelCor of the transactions contemplated hereunder and thereunder have been duly authorized by the FelCor Board, the FelCor Board has recommended adoption of this Agreement by its stockholders and directed that this Agreement be submitted to a meeting of its stockholders for their consideration, and no other corporate proceedings on the part of FelCor or its stockholders are necessary to authorize any of the foregoing, other than the FelCor Stockholder Approval. This Agreement and each Transaction Document to which FelCor is a party have been duly executed and delivered by FelCor and constitute valid and binding obligations of FelCor, enforceable against FelCor in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to the enforcement of creditors' rights and by general principles of equity (the foregoing exception, the "Bankruptcy Exception"). (b) Except as set forth in Schedule 2.4 to the FelCor Disclosure Letter, the execution and delivery by FelCor of this Agreement and each Transaction Document to which FelCor is a party do not, and the consummation of the transactions contemplated hereunder and thereunder and compliance by FelCor with the provisions hereof and thereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of FelCor or any FelCor Subsidiary under (i) the FelCor Articles or the FelCor Bylaws or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any FelCor Subsidiary, including without limitation the FelCor Operating Partnership, each as amended or supplemented, (ii) any loan or credit agreement, note, bond, mortgage, indenture or any other agreement evidencing, Indebtedness, reciprocal easement agreement, lease, management or other agreement, instrument or Permit applicable to FelCor or any FelCor Subsidiary or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to FelCor or any FelCor Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that, individually or

Authority; Noncontravention; Consents. (a) FelCor EQR has the requisite corporate power and authority (i) to enter into this Agreement and each Transaction Document to which FelCor is a partyand, (ii) to perform its obligations hereunder and thereunder, and (iii) subject to the requisite approval affirmative vote of the Merger by the holders of at least a majority of the FelCor outstanding EQR Common Shares outstanding as of entitled to vote thereon to approve the Record Date Merger (the "FelCor Stockholder ApprovalEQR Shareholder Approvals" and, together with the Merry Land Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated hereunder and thereunderby this Agreement to which EQR is a party. The execution and delivery by FelCor of this Agreement and each Transaction Document to which FelCor is a party by EQR and the consummation by FelCor EQR of the transactions contemplated hereunder and thereunder have been duly authorized by the FelCor Board, the FelCor Board has recommended adoption of this Agreement by its stockholders and directed that this Agreement be submitted to a meeting of its stockholders for their consideration, and no other corporate proceedings on the part of FelCor or its stockholders are necessary to authorize any of the foregoing, other than the FelCor Stockholder Approval. This Agreement and each Transaction Document to which FelCor EQR is a party have been duly authorized by all necessary action on the part of EQR, subject to the EQR Shareholder Approvals. This Agreement has been duly executed and delivered by FelCor EQR and constitute constitutes a valid and binding obligations obligation of FelCorEQR, enforceable against FelCor EQR in accordance with their respective its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws relating to the enforcement of creditors' rights and by general principles of equity (the foregoing exception, the "Bankruptcy Exception")equity. (b) Except as set forth in Schedule 2.4 3.5 to the FelCor EQR Disclosure Letter, the execution and delivery by FelCor of this Agreement and each Transaction Document to which FelCor is a party by EQR do not, and the consummation of the transactions contemplated hereunder and thereunder by this Agreement to which EQR is a party and compliance by FelCor EQR with the provisions hereof and thereof of this Agreement will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of FelCor EQR or any FelCor EQR Subsidiary under under, (i) the FelCor Articles Second Amended and Restated Declaration of Trust or the FelCor Second Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any FelCor other EQR Subsidiary, including without limitation the FelCor Operating Partnership, each as amended or supplementedsupplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture or any other agreement evidencing, Indebtednessindenture, reciprocal easement agreement, lease, management lease or other agreement, instrument instrument, permit, concession, franchise or Permit license applicable to FelCor EQR or any FelCor EQR Subsidiary or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") Laws applicable to FelCor EQR or any FelCor EQR Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that, that individually oror in the aggregate would not (x) have an EQR Material Adverse Effect or (y) prevent the

Authority; Noncontravention; Consents. (a) FelCor Each of the Horizon Parties has the requisite all necessary corporate or other power and authority (i) to enter into execute and deliver this Agreement and each Transaction Document Ancillary Agreement to which FelCor it is a party, (ii) to perform its obligations hereunder and thereunder and, subject to obtaining the Horizon Stockholder Approval, to consummate the transactions contemplated hereby and thereby to be consummated by such Horizon Party. The execution and delivery by each Horizon Party of this Agreement and each Ancillary Agreement to which it is a party, the performance of its obligations hereunder and thereunder, and (iii) subject to the requisite approval consummation by it of the Merger transactions contemplated hereby and thereby to be consummated by it have been duly and validly authorized by all necessary action and no other proceedings on the holders part of a majority any Horizon Party and no votes by any holder of the FelCor Common Shares outstanding as of the Record Date (the "FelCor Stockholder Approval"), Interests in any Horizon Party are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereunder hereby and thereunder. The execution and delivery by FelCor of this Agreement and each Transaction Document to which FelCor is a party and the consummation by FelCor of the transactions contemplated hereunder and thereunder have been duly authorized by the FelCor Board, the FelCor Board has recommended adoption of this Agreement by its stockholders and directed that this Agreement be submitted to a meeting of its stockholders for their consideration, and no other corporate proceedings on the part of FelCor or its stockholders are necessary to authorize any of the foregoingthereby, other than the FelCor Horizon Stockholder Approval. This Agreement and each Transaction Document to which FelCor is a party have Ancillary Agreement has been duly authorized and validly executed and delivered by FelCor and constitute each Horizon Party thereto and, subject to the Horizon Stockholder Approval, constitutes a legal, valid and binding obligations obligation of FelCoreach such Horizon Party, enforceable against FelCor such Horizon Party in accordance with their respective its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to the enforcement of creditors' rights and by general principles of equity (the foregoing exception, the "Bankruptcy Exception"). (b) Except as set forth in Schedule 2.4 to Section 4.5(b) of the FelCor Horizon Disclosure Letter, the execution and delivery by FelCor of this Agreement and each Transaction Document to which FelCor is a party the Ancillary Agreements by the Horizon Parties do not, and, subject to receipt of the Horizon Stockholder Approval and except as provided in Section 4.12, the consummation of the transactions contemplated by, and performance of their respective obligations under, this Agreement and the Ancillary Agreements and compliance by Horizon and the Horizon Subsidiaries with the provisions hereof and thereof, and the consummation of the transactions contemplated hereunder and thereunder and compliance by FelCor with the provisions hereof and thereof Horizon Transactions, will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or result in the creation of any Lien Encumbrance upon any of the properties or assets Assets of FelCor Horizon or any FelCor Horizon Subsidiary under under, (i) the FelCor Articles Horizon Charter or the FelCor Horizon Bylaws or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) other Organizational Documents of any FelCor Horizon Subsidiary, including without limitation the FelCor Operating Partnership, each as amended or supplemented, (ii) any loan or credit agreement, note, bond, mortgage, indenture indenture, merger or any other agreement evidencing, Indebtednessacquisition agreement, reciprocal easement agreement, lease, management lease or other agreementContract, instrument instrument, permit, concession, franchise or Permit license applicable to FelCor Horizon or any FelCor Subsidiary Horizon Subsidiary, or their respective properties or assets, Assets or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 4.5(c), any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") Laws applicable to FelCor Horizon or any FelCor Horizon Subsidiary or their respective properties or assetsAssets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss losses or Liens Encumbrances that, individually and in the aggregate, have not had and would not reasonably be expected to (x) have a Horizon Material Adverse Effect or (y) prevent or materially impair the ability of Horizon or any Horizon Subsidiary to perform its respective obligations hereunder or under the Ancillary Agreements or prevent or delay in any material respect the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or the Horizon Transactions. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Horizon or any Horizon Subsidiary in connection with the execution and delivery of this Agreement and the Ancillary Agreements by the Horizon Parties or the consummation by Horizon and the Horizon Subsidiaries of the transactions contemplated by this Agreement and the Ancillary Agreements or the Horizon Transactions, except for (i) the filing with the SEC of (x) the Proxy Statement/Prospectus and the Form S-4 and the declaration of the effectiveness thereof by the SEC and (y) such reports and filings under the Securities Act and under the Exchange Act as may be required in connection with this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby and the Horizon Transactions, (ii) the filing and acceptance for record of the REIT Articles of Merger by the Department and (iii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Section 4.5(c) of the Horizon Disclosure Letter; (B) as may be required under (t) the HSR Act, (u) the EC Merger Regulations or any other antitrust or competition Laws of other jurisdictions, (v) the rules and regulations of the NYSE, (w) any applicable Laws governing the sale or service of liquor, (x) Laws requiring transfer, recordation or gains tax filings, (y) Environmental Laws or (z) the “blue sky” Laws of various states, to the extent applicable; or (C) which, if not obtained or made would not prevent or delay in any material respect the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or the Horizon Transactions or otherwise prevent Horizon or any Horizon Subsidiary from performing its respective obligations under this Agreement or the Ancillary Agreements in any material respect or, individually or in the aggregate, have, or reasonably be expected to have, a Horizon Material Adverse Effect.

Authority; Noncontravention; Consents. (a) FelCor ROC has the requisite corporate power and authority (i) to enter into this Agreement and each Transaction Document to which FelCor is a partyand, (ii) to perform its obligations hereunder and thereunder, and (iii) subject to the requisite approval of the Merger Merger, this Agreement and the other Transactions contemplated hereby by the requisite vote of the holders of a majority of the FelCor ROC Common Shares outstanding as of the Record Date Stock (the "FelCor ROC Stockholder ApprovalApprovals"), to consummate the transactions Transactions contemplated hereunder by this Agreement to which ROC is a party. ROC has the requisite corporate power and thereunderauthority to enter into the ROC Option Agreement and to consummate the Transactions contemplated thereby to which ROC is a party. The execution and delivery by FelCor of this Agreement and each Transaction Document to which FelCor is a party the ROC Option Agreement by ROC and the consummation by FelCor ROC of the transactions Transactions contemplated hereunder hereby and thereunder thereby to which ROC is a party have been duly authorized by the FelCor Board, the FelCor Board has recommended adoption of this Agreement by its stockholders and directed that this Agreement be submitted to a meeting of its stockholders for their consideration, and no other all necessary corporate proceedings action on the part of FelCor or its stockholders are necessary ROC, subject to authorize any approval of this Agreement pursuant to the foregoing, other than the FelCor ROC Stockholder ApprovalApprovals. This Agreement and each Transaction Document to which FelCor is a party the ROC Option Agreement have been duly executed and delivered by FelCor ROC and constitute valid and binding obligations of FelCorROC, enforceable against FelCor ROC in accordance with their respective terms, except as enforceability may be limited . The ROC Principal Proxies have been duly executed and delivered by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to the enforcement ROC Principals and constitute valid and binding proxies of creditors' rights and by general principles of equity (the foregoing exception, the "Bankruptcy Exception"). (b) ROC Principals enforceable in accordance with their terms. Except as set forth in Schedule 2.4 3.1(d) to the FelCor ROC Disclosure Letter, the execution and delivery by FelCor of this Agreement and each Transaction Document to which FelCor is a party the ROC Option Agreement by ROC do not, and the consummation of the transactions Transactions contemplated hereunder hereby and thereunder thereby to which ROC is a party and compliance by FelCor ROC with the provisions hereof of this Agreement and thereof the ROC Option Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of FelCor ROC or any FelCor ROC Subsidiary under under, (i) the FelCor Articles Charter or the FelCor Bylaws By-laws of ROC or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any FelCor ROC Subsidiary, including without limitation the FelCor Operating Partnership, each as amended or supplementedsupplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture or any other agreement evidencing, Indebtednessindenture, reciprocal easement agreement, lease, management lease or other agreement, instrument instrument, permit, concession, franchise or Permit license applicable to FelCor ROC or any FelCor ROC Subsidiary or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to FelCor ROC or any FelCor Subsidiary ROC Subsidiary, or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss rights or Liens thatthat individually or in the aggregate would not (x) have a ROC Material Adverse Effect or (y) prevent the consummation of the Transactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency (a "Governmental Entity"), is required by or with respect to ROC or any ROC Subsidiary in connection with the execution and delivery of this Agreement or the ROC Option Agreement by ROC or the consummation by ROC of the other Transactions contemplated hereby and thereby, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by ROC stockholders of the Merger, this Agreement and the other Transactions contemplated by this Agreement and the approval by Chateau stockholders of the issuance of the Merger Consideration to the ROC stockholders (as amended or supplemented from time to time, the "Proxy Statement") and a registration statement relating to the issuance of the Merger Consideration (the "Registration Statement") and (y) such reports under Section 13(a) and Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the Transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger for the Merger with the Department of Assessments and Taxation of the State of Maryland, (iii) such filings as may be required in connection with the payment of any Transfer and Gains Taxes (as defined below) and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth in Schedule 3.1(d) to the ROC Disclosure Letter or (A) as may be required under (x) federal, state, local or foreign environmental laws or (y) the "blue sky" laws of various states or (B) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the Transactions contemplated by this Agreement or otherwise prevent ROC from performing its obligations under this Agreement in any material respect or have, individually oror in the aggregate, a ROC Material Adverse Effect.

Authority; Noncontravention; Consents. (a) FelCor Buyer has the requisite corporate power and authority (i) to enter into this Agreement and each Transaction Document to which FelCor is a party, (ii) to perform its obligations hereunder and thereunder, and (iii) subject to the requisite approval of the Merger by the holders of a majority of the FelCor Common Shares outstanding as of the Record Date (the "FelCor Stockholder Approval"), to consummate the transactions contemplated hereunder and thereunderby this Agreement to which Buyer is a party. The execution and delivery by FelCor of this Agreement and each Transaction Document to which FelCor is a party by Buyer and the consummation by FelCor Buyer of the transactions contemplated hereunder and thereunder have been duly authorized by the FelCor Board, the FelCor Board has recommended adoption of this Agreement by its stockholders and directed that this Agreement be submitted to a meeting of its stockholders for their consideration, and no other corporate proceedings on the part of FelCor or its stockholders are necessary to authorize any of the foregoing, other than the FelCor Stockholder Approval. This Agreement and each Transaction Document to which FelCor Buyer is a party have been duly authorized by all necessary action on the part of Buyer. This Agreement has been duly executed and delivered by FelCor Buyer and constitute constitutes a legal, valid and binding obligations obligation of FelCorBuyer, enforceable against FelCor Buyer in accordance with their respective and subject to its terms, except as enforceability the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating laws affecting the rights of creditors generally and subject to the enforcement rules of creditors' rights law governing (and by general principles of equity (the foregoing exceptionall limitations on) specific performance, the "Bankruptcy Exception")injunctive relief and other equitable remedies. (b) Acquisition Sub has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement to which Acquisition Sub is a party. The execution and delivery of this Agreement by Acquisition Sub and the consummation by Acquisition Sub of the transactions contemplated by this Agreement to which Acquisition Sub is a party have been duly authorized by all necessary action on the part of Acquisition Sub. This Agreement has been duly executed and delivered by Acquisition Sub and constitutes a legal, valid and binding obligation of Acquisition Sub, enforceable against Acquisition Sub in accordance with and subject to its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights of creditors generally and subject to the rules of law governing (and all limitations on) specific performance, injunctive relief and other equitable remedies. (c) Except as set forth in Schedule 2.4 3.2(c) and except as may result from any facts or circumstances relating solely to the FelCor Disclosure LetterSeller and Seller Subsidiaries, and assuming that all consents, approvals, authorizations and other actions set forth on Schedule 3.2(c) have been obtained and all filings and notifications set forth therein have been made, the execution and delivery by FelCor of this Agreement by Buyer and each Transaction Document to which FelCor is a party the Acquisition Sub do not, and the consummation of the transactions contemplated hereunder and thereunder by this Agreement and compliance by FelCor Buyer or Acquisition Sub with the provisions hereof and thereof of this Agreement will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of FelCor Buyer or any FelCor Subsidiary under Acquisition Sub under: (i) the FelCor Articles of Incorporation of Buyer or Acquisition Sub or the FelCor Bylaws of Buyer or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any FelCor Subsidiary, including without limitation the FelCor Operating PartnershipAcquisition Sub, each as amended or supplemented, ; (ii) any loan or credit agreement, note, bond, mortgage, indenture or any other agreement evidencingindenture, Indebtedness, material reciprocal easement agreement, lease, management material lease or other material agreement, instrument instrument, permit, concession, franchise or Permit license applicable to FelCor Buyer or any FelCor Subsidiary the Acquisition Sub or their respective properties or assets, or ; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") Laws that are material and applicable to FelCor Buyer or any FelCor Subsidiary Acquisition Sub or their respective properties or assets. No consent, other thanapproval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required by or with respect to Buyer or Acquisition Sub in connection with the case execution and delivery of clause this Agreement by Buyer and Acquisition Sub or the consummation by Buyer and Acquisition Sub of the transactions contemplated by this Agreement, except for (i) the acceptance for record of the Articles of Merger by the Department, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth in Schedule 3.2(c) and (iii) such filings as may be required under (x) Laws requiring transfer, recordation or gains tax filings, (y) federal, state or local environmental Laws or (iii)z) the “blue sky” laws of various states, any such conflicts, violations, defaults, rights, loss or Liens that, individually orto the extent applicable.

Authority; Noncontravention; Consents. (a) FelCor Crestline has the requisite corporate power and authority (i) to enter into this Agreement and each Transaction Document to which FelCor is a partyand, (ii) to perform its obligations hereunder and thereunder, and (iii) subject to the requisite approval of the Merger by the holders of a majority Requisite Vote of the FelCor outstanding shares of Crestline Common Shares outstanding as of the Record Date (the "FelCor Stockholder Approval")Stock, to consummate the transactions Merger contemplated hereunder and thereunderby this Agreement. The execution and delivery by FelCor of this Agreement and each Transaction Document to which FelCor is a party by Crestline and the consummation by FelCor Crestline of the transactions Merger contemplated hereunder and thereunder by this Agreement have been duly authorized by the FelCor Board, the FelCor Board has recommended adoption of this Agreement by its stockholders and directed that this Agreement be submitted to a meeting of its stockholders for their consideration, and no other all necessary corporate proceedings action on the part of FelCor or its stockholders are necessary Crestline, subject to authorize any approval of the foregoing, other than Merger by the FelCor Stockholder ApprovalRequisite Vote of the outstanding shares of Crestline Common Stock. This Agreement and each Transaction Document to which FelCor is a party have has been duly executed and delivered by FelCor and constitute Crestline and, assuming this Agreement constitutes the valid and binding obligations obligation of FelCorthe other parties hereto, constitutes the valid and binding obligation of Crestline, enforceable against FelCor Crestline in accordance with their respective its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to the enforcement of creditors' rights and by general principles of equity (the foregoing exception, the "Bankruptcy Exception"). (b) Except as set forth The Board of Directors of Crestline has determined that this Agreement and the Merger contemplated by this Agreement are advisable and fair to and in Schedule 2.4 the best interests of the stockholders of Crestline and resolved to recommend that the FelCor Disclosure Letter, stockholders of Crestline approve the Merger contemplated by this Agreement. (c) The affirmative vote of the holders of two-thirds of the outstanding shares of Crestline Common Stock entitled to vote thereon (the "Requisite Vote") is the only vote of the holders of any class or series of Crestline's stock necessary to approve the Merger contemplated hereby. (d) The execution and delivery by FelCor of this Agreement and each Transaction Document to which FelCor is a party do not, and the consummation of the transactions Merger contemplated hereunder and thereunder by this Agreement and compliance by FelCor with the provisions hereof and thereof this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of FelCor Crestline or any FelCor Subsidiary under of its Subsidiaries (iany such violation, default, right of termination, cancellation or acceleration, loss or creation, a "Violation") under, (A) subject to the FelCor Articles consent of Host Marriott Corporation as set forth in paragraph (2) of Section 1.6 of the Crestline Disclosure Schedule being in effect and assuming the accuracy of the representations and warranties made by Barcelo and Cowboy Acquisition Corp set forth in Sections 5.6 and 5.7 hereof, the charter or the FelCor Bylaws bylaws of Crestline or the comparable charter or organizational documents of any of its Subsidiaries, or partnership or similar agreement (as B) subject to obtaining the case may beMaterial Consents and the other required consents set forth on Section 4.4(d) of the Crestline Disclosure Schedule, any FelCor Subsidiarycontract, including without limitation the FelCor Operating Partnershipagreement, each as amended or supplemented, (ii) any loan or credit agreement, note, bond, mortgage, indenture indenture, lease or other agreement or instrument to which Crestline or its Subsidiaries are a party or which their assets are bound or affected, or any other agreement evidencingpermit, Indebtednessconcession, reciprocal easement agreement, lease, management franchise or other agreement, instrument or Permit license applicable to FelCor Crestline or any FelCor Subsidiary of its Subsidiaries or their respective properties or assets, or (iiiC) subject to obtaining or making the governmental consents, approvals, orders, authorizations, registrations, declarations and filings and other matters referred to in the following sentenceparagraph (e) below, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to FelCor Crestline or any FelCor Subsidiary of its Subsidiaries or their respective properties or assets, other thanassets except, in the case of clause the representations set forth in clauses (iiB) or and (iii)C) above, any such conflicts, violations, defaults, rights, loss or Liens thatViolation which, individually oror in the aggregate, would not have a Material Adverse Effect on Crestline. (e) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by Crestline or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by Crestline or the consummation by Crestline of the Merger contemplated by this Agreement, except for (A) if required, compliance with and the filings under the HSR Act, (B) if required, filings with the European Community and the Spanish Administration, (C) the filing with or other applicable requirements of the SEC of (1) the Proxy Statement and (2) such reports and registration statements under, or other applicable requirements of, the Exchange Act as may be required in connection with this Agreement and the Merger contemplated by this Agreement, (D) such filings as may be required by any applicable state securities or "blue sky" laws, (E) the Articles of Merger, (F) filings required by the NYSE, (G) any applicable transfer tax filings, and (H) such other consents, approvals, orders, authorizations, registrations, declarations and filings with a Governmental Entity, the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Crestline.