Common use of Compliance with Law and Permits Clause in Contracts

Compliance with Law and Permits. i. Seller, Subsidiaries and Seller Partnerships are organized and have conducted their respective businesses in accordance with applicable Laws, neither Seller nor any Subsidiaries or Seller Partnerships has received any notice of violation of any Laws which remains uncorrected, and the respective forms, procedures and practices of Seller, Subsidiaries and Seller Partnerships are in compliance with all such Laws, to the extent applicable, the violation of which would have a material adverse effect on the respective businesses, financial condition, assets, results of operations or prospects of Seller, Subsidiaries and Seller Partnerships. ii. Except as set forth in Schedule 3.7, Seller, Subsidiaries and Seller Partnerships hold all permits, licenses, variances, exemptions, authorizations, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the "SELLER PERMITS") and Seller, Subsidiaries and Seller Partnerships are in compliance with the terms of the Seller Permits relating to each such Person, except where the failure to hold such Seller Permits or be in compliance therewith would not, individually or in the aggregate, have a material adverse effect on the business, financial condition, assets, results of operations or prospects of Seller, Subsidiaries or Seller Partnerships. Seller has made available to the Investor correct and complete copies of all Seller Permits. Except as set forth in Schedule 3.7, to the knowledge of the Seller, no investigation or

Compliance with Law and Permits. i. Seller, Subsidiaries and Seller Partnerships are organized and have conducted their respective businesses in accordance with applicable Laws, neither Seller nor any Subsidiaries or Seller Partnerships has received any notice of violation of any Laws which remains uncorrected, and the respective forms, procedures and practices of Seller, Subsidiaries and Seller Partnerships are in compliance with all such Laws, to the extent applicable, the violation of which would have a material adverse effect on the respective businesses, financial condition, assets, results of operations or prospects of Seller, Subsidiaries and Seller Partnerships. ii. Except as set forth in Schedule 3.7, Seller, Subsidiaries and Seller Partnerships hold all permits, licenses, variances, exemptions, authorizations, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the "SELLER PERMITS") and Seller, Subsidiaries and Seller Partnerships are in compliance with the terms of the Seller Permits relating to each such Person, except where the failure to hold such Seller Permits or be in compliance therewith would not, individually or in the aggregate, have a material adverse effect on the business, financial condition, assets, results of operations or prospects of Seller, Subsidiaries or Seller Partnerships. Seller has made available to the Investor correct and complete copies of all Seller Permits. Except as set forth in Schedule 3.7, to the knowledge of the Seller, no investigation oror review by any Governmental Entity with respect to the Seller Permits is pending or threatened.

Compliance with Law and Permits. i. (a) Seller, Subsidiaries and Seller Partnerships are organized and have conducted their respective businesses in accordance with applicable Laws, neither Seller nor any Subsidiaries or Seller Partnerships has received any notice of violation of any Laws which remains uncorrected, and the respective forms, procedures and practices of Seller, Subsidiaries and Seller Partnerships are in compliance with all such Laws, to the extent applicable, the violation of which would have a material adverse effect on the respective businesses, financial condition, assets, results of operations or prospects of Seller, Subsidiaries and Seller Partnerships. ii. (b) Except as set forth in Schedule 3.7, Seller, Subsidiaries and ------------ Seller Partnerships hold all permits, licenses, variances, exemptions, authorizations, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the "SELLER PERMITS") and Seller, Subsidiaries and Seller Partnerships are in compliance with the terms of the Seller Permits relating to each such Person, except where the failure to hold such Seller Permits or be in compliance therewith would not, individually or in the aggregate, have a material adverse effect on the business, financial condition, assets, results of operations or prospects of Seller, Subsidiaries or Seller Partnerships. Seller has made available to the Investor MSAM correct and complete copies of all Seller Permits. Except as set forth in Schedule 3.7, to the knowledge of the Seller, no investigation oror review ------------ by any Governmental Entity with respect to the Seller Permits is pending or threatened.

Compliance with Law and Permits. i. (a) Seller, Subsidiaries and Seller Partnerships are organized and organized, have conducted and continue to conduct their respective businesses in accordance with applicable Laws, neither Seller nor any Subsidiaries or Seller Partnerships has received any notice of violation of any Laws which remains uncorrected, and the respective forms, procedures and practices of Seller, Subsidiaries and Seller Partnerships are in compliance with all such Laws, to the extent applicable, the violation of which would have a material adverse effect Material Adverse Effect on the respective businesses, financial condition, assets, results of operations or prospects of Seller, Subsidiaries and Seller Partnerships. ii. (b) Except as set forth in Schedule 3.7, Seller, Subsidiaries and Seller Partnerships hold all permits, licenses, variances, exemptions, authorizations, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the "SELLER PERMITS") and Seller, Subsidiaries and Seller Partnerships are in compliance with the terms of the Seller Permits relating to each such Person, except where the failure to hold such Seller Permits or be in compliance therewith would not, individually or in the aggregate, have , or is reasonably likely to have, a material adverse effect Material Adverse Effect on the business, financial condition, assets, results of operations or prospects of Seller, Subsidiaries or Seller Partnerships. Seller has made available to the Investor correct and complete copies of all Seller Permits. Except as set forth in Schedule 3.7, to the knowledge of the Seller, no investigation oror review by any Governmental Entity with respect to the Seller Permits is pending or threatened.

Compliance with Law and Permits. i. (a) Seller, Subsidiaries and Seller Partnerships are organized and have conducted their respective businesses in accordance with applicable Laws, neither Seller nor any Subsidiaries or Seller Partnerships has received any notice of violation of any Laws which remains uncorrected, and the respective forms, procedures and practices of Seller, Subsidiaries and Seller Partnerships are in compliance with all such Laws, to the extent applicable, the violation of which would have a material adverse effect on the respective businesses, financial condition, assets, results of operations or prospects of Seller, Subsidiaries and Seller Partnerships. ii. (b) Except as set forth in Schedule 3.7, Seller, Subsidiaries and Seller Partnerships hold all permits, licenses, variances, exemptions, authorizations, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the "SELLER PERMITS") and Seller, Subsidiaries and Seller Partnerships are in compliance with the terms of the Seller Permits relating to each such Person, except where the failure to hold such Seller Permits or be in compliance therewith would not, individually or in the aggregate, have a material adverse effect on the business, financial condition, assets, results of operations or prospects of Seller, Subsidiaries or Seller Partnerships. Seller has made available to the Investor MSAM correct and complete copies of all Seller Permits. Except as set forth in Schedule 3.7, to the knowledge of the Seller, no investigation oror review by any Governmental Entity with respect to the Seller Permits is pending or threatened.

Compliance with Law and Permits. i. (a) Seller, Subsidiaries and Seller Partnerships are organized and have conducted their respective businesses in accordance with applicable Laws, neither Seller nor any Subsidiaries or Seller Partnerships has received any notice of violation of any Laws which remains uncorrected, and the respective forms, procedures and practices of Seller, Subsidiaries and Seller Partnerships are in compliance with all such Laws, to the extent applicable, the violation of which would have a material adverse effect on the respective businesses, financial condition, assets, results of operations or prospects of Seller, Subsidiaries and Seller Partnerships. ii. (b) Except as set forth in Schedule 3.7, Seller, Subsidiaries and Seller Partnerships hold all permits, licenses, variances, exemptions, authorizations, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the "SELLER PERMITSSeller Permits") and Seller, Subsidiaries and Seller Partnerships are in compliance with the terms of the Seller Permits relating to each such Person, except where the failure to hold such Seller Permits or be in compliance therewith would not, individually or in the aggregate, have a material adverse effect on the business, financial condition, assets, results of operations or prospects of Seller, Subsidiaries or Seller Partnerships. Seller has made available to the Investor Buyer correct and complete copies of all Seller Permits. Except as set forth in Schedule 3.7, to the knowledge of the Seller, no investigation oror review by any Governmental Entity with respect to the Seller Permits is pending or threatened.

Compliance with Law and Permits. i. (a) Seller, Subsidiaries and Seller Partnerships are organized and have conducted their respective businesses in accordance with applicable Laws, neither Seller nor any Subsidiaries or Seller Partnerships has received any notice of violation of any Laws which remains uncorrected, and the respective forms, procedures and practices of Seller, Subsidiaries and Seller Partnerships are in compliance with all such Laws, to the extent applicable, the violation of which would have a material adverse effect on the respective businesses, financial condition, assets, results of operations or prospects of Seller, Subsidiaries and Seller Partnerships. ii. (b) Except as set forth in Schedule 3.7, Seller, Subsidiaries and Seller Partnerships hold all permits, licenses, variances, exemptions, authorizations, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the "SELLER PERMITS") and Seller, Subsidiaries and Seller Partnerships are in compliance with the terms of the Seller Permits relating to each such Person, except where the failure to hold such Seller Permits or be in compliance therewith would not, individually or in the aggregate, have a material adverse effect on the business, financial condition, assets, results of operations or prospects of Seller, Subsidiaries or Seller Partnerships. Seller has made available to the Investor Buyer correct and complete copies of all Seller Permits. Except as set forth in Schedule 3.7, to the knowledge of the Seller, no investigation oror review by any Governmental Entity with respect to the Seller Permits is pending or threatened.

Compliance with Law and Permits. i. Seller(a) The Trust, Subsidiaries and Seller Trust Partnerships are organized and have conducted their respective businesses in accordance with applicable Laws, neither Seller the Trust nor any Subsidiaries or Seller Trust Partnerships has received any notice of violation of any Laws which remains uncorrected, and the respective forms, procedures and practices of Sellerthe Trust, Subsidiaries and Seller Trust Partnerships are in compliance with all such Laws, to the extent applicable, the violation of which would have a material adverse effect on the respective businesses, financial condition, assets, results of operations or prospects of Sellerthe Trust, Subsidiaries and Seller Trust Partnerships. ii. (b) Except as set forth in Schedule 3.7, Sellerthe Trust, Subsidiaries and Seller Trust Partnerships hold all permits, licenses, variances, exemptions, authorizations, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the "SELLER THE TRUST PERMITS") and Sellerthe Trust, Subsidiaries and Seller Trust Partnerships are in compliance with the terms of the Seller Trust Permits relating to each such Person, except where the failure to hold such Seller Trust Permits or be in compliance therewith would not, individually or in the aggregate, have a material adverse effect on the business, financial condition, assets, results of operations or prospects of Sellerthe Trust, Subsidiaries or Seller Trust Partnerships. Seller The Trust has made available to the Investor Buyer correct and complete copies of all Seller Trust Permits. Except as set forth in Schedule 3.7, to the knowledge of the SellerSeller and the Trust, no investigation oror review by any Governmental Entity with respect to the Trust Permits is pending or threatened.