Common use of Compliance with Other Instruments, etc Clause in Contracts

Compliance with Other Instruments, etc. (a) On the Closing Date, none of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries will be in violation of (i) any provision of its certificate or articles of incorporation or other Organization Documents, (ii) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement or (iii) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except (in the case of clauses (ii) and (iii) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (b) The execution, delivery and performance by each of the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a party, and the completion of the transactions contemplated by this Agreement will not, (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (ii) result in the creation of (or impose any express obligation on the part of the Borrower to create) any Lien not permitted by Section 8.3.

Compliance with Other Instruments, etc. The Partnership is not in violation of any term of the Partnership Agreement and none of its Subsidiaries is in violation of any term of its partnership agreement, certificate of partnership, charter or by-laws, as the case may be; neither the Partnership nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (a) On the Closing Dateany evidence of Indebtedness, none of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries will be in violation of (i) any provision of its certificate or articles of incorporation or other Organization Documents, (ii) any provision of any agreement or instrument under or pursuant to which it any evidence of Indebtedness has been issued (or any documents related thereto) or (b) any other agreement or instrument (including, without limitation, any issued and outstanding preferred stock) to which any of them is a party or by which any of its properties them is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement or (iii) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except (in the case of clauses (ii) and (iii) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (b) The execution, delivery and performance by each of the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a party, and the completion of the transactions contemplated by this Agreement will not, (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the Borrower, the General Partner, Petrolane bound or any of their respective properties is affected. Neither the Partnership nor any of its Subsidiaries has defaulted in, or has failed to make at the time contemplated, payment of any dividends or partnership distributions, or any mandatory redemption payments on any preferred stock or any principal of, or premium or interest on, any Indebtedness for Money Borrowed. Neither the execution, delivery or performance of this Agreement, nor the offer, issuance, sale, delivery or performance of the Notes, does or will (i) conflict with or violate the partnership agreement, certificate of partnership, charter or by-laws, as the case may be, of the Partnership or any of its Subsidiaries, (yii) any applicable law, ordinance, rule conflict with or regulation result in a breach of any Governmental Authority of the terms, conditions or any applicable order, judgment or decree of any court, arbitrator or Governmental Authorityprovisions of, or (z) constitute a default under, any provision evidence of any Indebtedness or other agreement or instrument referred to which the Borrowerin this Section 2.9, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (iiiii) result in the creation of (or impose any express obligation on the part Lien of any nature whatsoever upon any of the Borrower to createproperties or assets of the Partnership or any of its Subsidiaries under the terms of any such evidence of Indebtedness, other agreement or instrument, or (iv) require the consent of or other action by any Lien not permitted by Section 8.3trustee, any creditor of, any lessor to, or any investor in, the Partnership or any of its Subsidiaries.

Compliance with Other Instruments, etc. (a) On NO CONFLICT. Neither the Closing Date, none Company nor any Subsidiary of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries will be Company is (1) in violation of its charter or statute, as applicable, or by-laws (i) any provision of its certificate or articles of incorporation or other Organization Documentssimilar organizational documents), (ii2) any provision in violation or default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which it the Company or any of its Subsidiaries is a party or by which or any of them may be bound, or to which any of the property or assets of the Company or any of its properties subsidiaries is boundsubject (collectively, including"Agreements and Instruments"), without limitation the First Mortgage Note Agreementexcept, and the Existing Credit Agreement or with respect to clause (iii2) any applicable lawonly, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except (in the case of clauses (ii) and (iii) above only) for such violations which would notor defaults which, whether individually or in the aggregate, present a reasonable likelihood of having do not or would not reasonably be expected to (i) have a Material Adverse Effect. Neither Effect or (ii) prevent or materially delay the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (b) The execution, delivery and performance by each of the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a party, and the completion consummation of the transactions contemplated by this Agreement will not, Agreement. Assuming (i) violate (x) any provision the approval of the Partnership Company's stockholders as contemplated by Section 8.4, (ii) the filings required under the Exchange Act relating to the Offer, the Proxy Statement and the Merger, (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, and (iv) the approval from the Governmental Bodies listed on Schedule 6.8 of the Company Disclosure Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in any violation of or conflict with, or constitute a default under, the certificate or articles of incorporation charter, bylaws or other Organization Documents organizational documents of the Borrower, the General Partner, Petrolane Company (or any of their respective its Subsidiaries) or (ii) result in any violation of or conflict with or require any consent, (y) waiver, or notice under any applicable lawLaw. Except as set forth in Section 6.8 of the Company Disclosure Statement, ordinancethe execution, rule delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation of or regulation conflict with, constitute a default under, require any consent, filing, waiver or notice under any term of, or result in the reduction or loss of any Governmental Authority benefit or any applicable order, judgment the creation or decree acceleration of any courtright or obligation under, arbitrator any agreement, note, bond, mortgage, indenture, contract, lease, Governmental License or Governmental Authorityother obligation or right (excluding options, restricted stock, employment contracts and other employee related obligations or (zrights which are addressed in Section 6.9) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane Company or any of their respective its Subsidiaries is a party or by which any of the assets or properties of the Company or any of its properties Subsidiaries is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effectany instrument or Law, or (ii) result in the creation of (or impose any express obligation on the part Company or any of the Borrower its Subsidiaries to create) any Lien mortgage, lien, charge, security interest or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to any such term, except where any of the foregoing, individually or in the aggregate, does not permitted and would not reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially delay the consummation of the transactions contemplated by Section 8.3this Agreement.

Compliance with Other Instruments, etc. (a) On the Closing Date, none of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries will be in violation of (i) any provision of its certificate or articles of incorporation or other Organization Documents, (ii) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement bound or (iii) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except (in the case of clauses (ii) and (iii) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (b) The execution, delivery and performance by each of the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a party, and the completion of the transactions contemplated by this Agreement will not, not (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (ii) result in the creation of (or impose any express obligation on the part of the Borrower to create) any Lien not permitted by Section 8.3.

Compliance with Other Instruments, etc. (a) On the Closing Restatement Effective Date, none of the BorrowerCompany, the General Partner, Petrolane or any of their respective Subsidiaries will be in violation of (i) any provision of its certificate or articles of incorporation or other Organization Documents, (ii) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement bound or (iii) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except (in the case of clauses (ii) and (iii) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (b) The execution, delivery and performance by each of the BorrowerCompany, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a party, and the completion of the transactions contemplated by this Agreement will not, not (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the BorrowerCompany, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the BorrowerCompany, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (ii) result in the creation of (or impose any express obligation on the part of the Borrower Borrowers to create) any Lien not permitted by Section 8.3.

Compliance with Other Instruments, etc. (a) On the Closing Date, none of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries will be in violation of (i) any provision of its certificate or articles of incorporation or other Organization Documents, (ii) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note AgreementAgreements, and the Existing Credit Agreement or (iii) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except (in the case of clauses (ii) and (iii) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (b) The execution, delivery and performance by each of the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a party, and the completion of the transactions contemplated by this Agreement will not, and the release of the Liens securing the Parity Debt (as defined in the Collateral Agency Agreement) did not (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit AgreementAgreements, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (ii) result in the creation of (or impose any express obligation on the part of the Borrower to create) any Lien not permitted by Section 8.3.

Compliance with Other Instruments, etc. (a) On The Company is not in -------------------------------------- violation of any term of its Certificate of Incorporation or By-Laws, and the Closing Date, none of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries will be Company is not in violation of (i) any provision of its certificate or articles of incorporation or other Organization Documents, (ii) any provision term of any agreement or instrument to which it is a party or by which it is bound or any term of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement or (iii) any applicable law, ordinance, rule or regulation regu- lation of any Governmental Authority or any term of any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except the consequences of which violation could reasonably be expected to have a material adverse effect on the financial condition, assets, liabilities (in the case of clauses (ii) and (iii) above only) for such violations which would notabsolute, individually accrued, contingent or in the aggregateotherwise), present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision reserves, business, operations or prospects of the Partnership Agreement. (b) The Company; the execution, delivery and performance by each of this Agreement, the Other Purchase Agreements, the Notes, the Warrants and the Letter Agreement will not (i) result in any violation of or be in conflict with or constitute a default under (a) any term of the BorrowerCertificate of Incorporation or By-Laws of the Company, (b) the General Partner, Petrolane and terms of any material agreement or instrument to which the Restricted Subsidiaries of this Agreement and the other Loan Documents to Company is a party or by which it is a party, and the completion of the transactions contemplated by this Agreement will not, bound (except for (i) violate the Bank Credit Agreement, which is contemplated to be repaid and terminated in accordance with section 5.18 and (xii) a change of control provision contained in the Xxxx Business Center lease dated September 15, 1989 referred to in Exhibit I), or (c) any provision term of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any term of any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, Authority or (ii) result in the creation of (or impose any express obligation on the part of the Borrower Company to create) any Lien not permitted upon any of the properties or assets of the Company pursuant to any of the foregoing. The Company has provided copies to you of each of the consents, permits, authorizations, filings and declarations obtained in connection with the transactions contemplated by Section 8.3this Agreement.

Compliance with Other Instruments, etc. (a) On the Closing Datedate of the Closing, immediately prior to the completion of any of the transactions contemplated by this Agreement, none of the BorrowerCompany, the General Partner, Petrolane or any of their respective Restricted Subsidiaries will be in violation of (i) any provision of its certificate or articles of incorporation or other Organization Documentsconstitutive documents or its by-laws, (ii) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement bound or (iii) any applicable law, ordinance, rule Rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except (in the case of clauses (ii) and (iii) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement.reasonable (b) The execution, delivery and performance by each of the BorrowerCompany and the General Partner of this Agreement, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement Notes and the other Loan Financing Documents and Operative Agreements to which it is a party, and the completion of the transactions contemplated by this Agreement will not, not (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents constitutive documents or by-laws of the BorrowerCompany, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule Rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the BorrowerCompany, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (ii) result in the creation of (or impose any express obligation on the part of the Borrower Company to create) any Lien not permitted by SECTION 10.2. (c) Upon giving effect to the issuance of the Notes on the date of Closing, no Note shall be "in default," as that term is used in Section 8.31405(a)(2) of the New York Insurance Law. Each Obligor is, and upon giving effect to the issuance of the Notes on the date of Closing will be, a "solvent institution," as that term is used in Section 1405 of the New York Insurance Law, whose "obligations .... are not in default as to principal or interest," as those terms are used in said Section 1405(c).

Compliance with Other Instruments, etc. Neither Shurgard REIT nor any Subsidiary of Shurgard REIT is in violation of any term of (a) On the Closing Dateits charter, none of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries will be in violation of (i) any provision of its certificate or articles of incorporation by-laws or other Organization Documentsorganizational documents, (iib) any provision of any agreement or instrument related to indebtedness for borrowed money or any other agreement to which it is a party or by which any of its properties it is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement or (iiic) any applicable law, ordinance, rule or regulation of any Governmental Authority Body, or (d) any applicable order, judgment or decree of any court, arbitrator or Governmental AuthorityBody, except except, as to subsections (in the case a) through (d) of clauses (ii) and (iii) above only) for this Section, where such violations which would notviolation, individually or in the aggregate, present does not have and would not be reasonably expected (so far as can be foreseen at the time) to have a reasonable likelihood of having a Shurgard REIT Material Adverse EffectEffect or a material adverse effect on the ability of Shurgard REIT to perform its obligations under this Agreement. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (b) The execution, delivery and performance by each of the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and by Shurgard REIT will not result in any violation of or conflict with, constitute a default under, require any consent under or result in the other Loan Documents to which it is a party, and the completion creation or issuance of Excess Stock under any term of the transactions contemplated by this Agreement will not, charter or by-laws of Shurgard REIT (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the Borrower, the General Partner, Petrolane or any of their respective its Subsidiaries) or any agreement, (y) any applicable instrument, permit, license, law, ordinance, rule or regulation of any Governmental Authority or any applicable rule, regulation, order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane Shurgard REIT (or any of its Subsidiaries) is a part or to which Shurgard REIT (or any of its Subsidiaries) or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effectmaterial assets are subject, or (ii) result in the creation of (or impose any express obligation on the part of the Borrower Shurgard REIT to create) any Lien mortgage, lien, charge, security interest or other encumbrance upon any of the properties or assets of Shurgard REIT or any of its Subsidiaries pursuant to any such term, except where such violation, conflict or default, or the failure to obtain such consent or the creation of such encumbrance, individually or in the aggregate, does not permitted by Section 8.3have and would not be reasonably expected (so far as can be foreseen at the time) to have (a) a Shurgard REIT Material Adverse Effect or (b) a material adverse effect on the ability of Shurgard REIT to perform its obligations under this Agreement.

Compliance with Other Instruments, etc. Neither the Company nor its Subsidiary is (a) On the Closing Date, none of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries will be in violation of any term of its charter or by-laws, or (b) in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in, and is not otherwise in default under, (i) any provision evidence of Indebtedness or any instrument or agreement under or pursuant to which any evidence of Indebtedness has been issued the consequences of which default would be to permit the holder or holders of such Indebtedness, or any trustee or agent acting on behalf of such holder or holders, to accelerate the maturity of any such Indebtedness or to require that any such Indebtedness be prepaid prior to its certificate stated maturity or articles of incorporation or other Organization Documents, (ii) any provision of any other instrument or agreement or instrument to which it is a party or by which it is bound or any of its properties is boundaffected, includingthe consequences of which default would reasonably be expected to have a material and adverse effect on the business, without limitation earnings, prospects, properties or condition (financial or other) of the First Mortgage Note AgreementCompany or its Subsidiary, and taken as a whole. As of the Existing Credit Agreement date hereof, neither the Company nor its Subsidiary has defaulted in, or (iii) any applicable lawfailed to make at the time contemplated, ordinance, rule or regulation payment of any Governmental Authority dividends or any applicable order, judgment or decree mandatory redemption payments of any courtpreferred stock or any principal of, arbitrator or Governmental Authoritypremium or interest on, except (in the case of clauses (ii) and (iii) above only) any Indebtedness for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse EffectMoney Borrowed. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (b) The execution, delivery and or performance by each of the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and nor the other Loan Documents offer, issuance, sale, delivery or performance of the Notes does or will (A) conflict with or violate the charter or by-laws of the Company or its Subsidiary, (B) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any Lien on any of the properties or assets of the Company or its Subsidiary pursuant to the terms of, any evidence of Indebtedness, or any instrument or agreement under or pursuant to which it is a partyany evidence of Indebtedness has been issued, and the completion of the transactions contemplated by this Agreement will not, (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule other instrument or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument referred to in this Section 2.8 to which the Borrower, the General Partner, Petrolane Company or any of their respective Subsidiaries is its Subsidiary are a party or by which they are bound or by which any of their properties are affected (the consequences of which could reasonably be expected to have a material and adverse effect on the business, earnings, prospects, properties or condition (financial or other) of the Company or its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse EffectSubsidiary), or (iiC) result in require the creation consent of, or other action by, any trustee, shareholder or creditor of, any lessor to or any investor in, the Company or its Subsidiary, other than for the consents and actions described on Schedule 2.8, all of (which have been obtained or impose any express obligation on the part of the Borrower to create) any Lien not permitted by Section 8.3taken.

Compliance with Other Instruments, etc. (a) On Neither the Closing Date, none of the Borrower, the General Partner, Petrolane or Borrower nor any of their respective Subsidiaries will be Subsidiary is in violation of (i) any term or provision of its certificate corporate charter or articles by-laws. Neither the Borrower nor any Subsidiary is in violation of incorporation any term or other Organization Documents, (ii) any provision of any agreement agreement, indenture, mortgage or instrument to which it is a party or by which it or any of its properties may be bound or affected, nor is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement or (iii) it in violation of any applicable existing law, ordinance, governmental rule or regulation of any Governmental Authority or any applicable order, judgment or decree Order of any court, arbitrator or Governmental AuthorityBody applicable to it (including, except (without limitation, any law, rule, regulation or Order relating to environmental protection, occupational health and safety standards, consumer protection, and equal employment practice requirements), the consequences of which violation, either in the any one case of clauses (ii) and (iii) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having could have a Material Adverse EffectEffect on the Borrower or on the Borrower and its Subsidiaries taken as a whole. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (b) The execution, execution and delivery and performance by each of the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a party, and Notes nor the completion consummation of the transactions contemplated by this Agreement will not, (i) violate (x) any provision hereby nor the performance of the Partnership Agreement terms and provisions thereof will result in any breach of, or constitute a default under, or result in (or require) the certificate creation of any Lien in respect of any property of the Borrower or articles any of incorporation its Subsidiaries under, any agreement, indenture, mortgage, instrument, corporate charter or other Organization Documents by-law to which the Borrower or any of its Subsidiaries is a party or by which the Borrower, the General Partner, Petrolane any of its Subsidiaries or any of their respective Subsidiariesproperties may be bound or affected, (y) or violate any applicable existing law, ordinance, governmental rule or regulation of any Governmental Authority or any applicable order, judgment or decree Order of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument Body applicable to which the Borrower, the General Partner, Petrolane Borrower or any of their respective its Subsidiaries which could have a Material Adverse Effect on the Borrower or on the Borrower and its Subsidiaries taken as a whole. Neither the Borrower nor any Subsidiary is a party to or bound by any instrument or agreement which contains any restrictions on the incurrence by the Borrower of its properties is bound, including, without limitation the First Mortgage Note any Debt other than this Agreement and the Existing Credit Reimbursement Agreement, except (in the case dated as of clauses (y) and (z) above) for such violations which would notOctober 1, individually or in the aggregate1992, present a reasonable likelihood of having a Material Adverse Effect, or (ii) result in the creation of (or impose any express obligation on the part of between the Borrower to create) any Lien not permitted by Section 8.3and PNC Bank, National Association.

Compliance with Other Instruments, etc. (a) On the Closing Datedate of the Closing, immediately prior to the completion of any of the transactions contemplated by this Agreement, none of the BorrowerCompany, the General Partner, Petrolane or any of their respective Restricted Subsidiaries will be in violation of (i) any provision of its certificate or articles of incorporation or other Organization Documentsconstitutive documents or its by-laws, (ii) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement bound or (iii) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except (in the case of clauses (ii) and (iii) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (b) The execution, delivery and performance by each of the BorrowerCompany and the General Partner of this Agreement, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement Notes and the other Loan Financing Documents and Operative Agreements to which it is a party, and the completion of the transactions contemplated by this Agreement will not, not (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents constitutive documents or by- laws of the BorrowerCompany, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the BorrowerCompany, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (ii) result in the creation of (or impose any express obligation on the part of the Borrower Company to create) any Lien not permitted by SECTION 10.2. (c) Upon giving effect to the issuance of the Notes on the date of Closing, no Note shall be "in default," as that term is used in Section 8.31405(a)(2) of the New York Insurance Law. Each Obligor is, and upon giving effect to the issuance of the Notes on the date of Closing will be, a "solvent institution," as that term is used in Section 1405 of the New York Insurance Law, whose "obligations .... are not in default as to principal or interest," as those terms are used in said Section 1405(c).

Compliance with Other Instruments, etc. WikiLoan is not in violation of any term of (a) On the Closing Date, none of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries will be in violation of (i) any provision of its certificate or articles of incorporation incorporation, bylaws or other Organization Documents, organizational documents; or (iib) any provision of any agreement or instrument related to indebtedness for borrowed money or any other agreement to which it is a party or by which any of its properties it is bound, includingthe consequences of which violation, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement or (iii) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except (in the case of clauses (ii) and (iii) above only) for such violations which would not, whether individually or in the aggregate, present a reasonable likelihood of having do or would (i) have a Material Adverse Effect, (ii) prevent or materially delay the consummation of the Merger, or (iii) require WikiLoan to incur any additional material cost or material obligation in order to consummate the Merger. Neither Assuming the General Partner nor approval of WikiLoan's stockholders as contemplated by Section 5.3, neither the Public Partnership execution and the delivery of this Agreement, nor, subject to the matters discussed in the next sentence, the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which any of WikiLoan is in violation of subject or any provision of the Partnership Agreement. charter, bylaws, or organizational documents of WikiLoan or (bii) The executionconflict with, delivery and performance by each of result in a breach of, constitute a default under, result in the Borroweracceleration of, create in any party the General Partnerright to accelerate, Petrolane and the Restricted Subsidiaries of this Agreement and the terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other Loan Documents arrangement to which it is a party, and the completion of the transactions contemplated by this Agreement will not, (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries WikiLoan is a party or by which any of its properties them is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except bound or to which any of their assets is subject (or result in the case imposition of clauses (yany security interest upon any of their assets) and (z) above) for such violations which except where any of the foregoing would not, individually or in the aggregate, present a reasonable likelihood of having does not and would not (i) have a Material Adverse EffectEffect on WikiLoan, (ii) prevent or materially delay consummation of the Merger, or (iiiii) result require WikiLoan to incur any additional material cost or material obligation in order to consummate the creation of (or impose any express obligation on Merger. Other than in connection with the part provisions of the Borrower Xxxx-Xxxxx-Xxxxxx Act, the DGCL, the Securities Exchange Act, the Securities Act, state securities laws, and the filing of the Certificate of Merger, as required by the DGCL, WikiLoan does not need to create) give any Lien not permitted notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for WikiLoan to consummate the transactions contemplated by Section 8.3this Agreement.

Compliance with Other Instruments, etc. Except where the violation of such an agreement or other document would not have a material adverse effect on the business, results of operations or financial condition of ERC and its Subsidiaries taken as a whole, neither ERC nor any Subsidiary of ERC is in violation of any term of: (a) On the Closing Dateits charter, none of the Borrower, the General Partner, Petrolane by-laws or any of their respective Subsidiaries will be in violation of other organizational documents, (ib) any provision of its certificate or articles of incorporation or other Organization Documents, (ii) any provision of any material agreement or instrument including any such related to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement or Indebtedness, (iiic) any applicable law, ordinance, rule or regulation of any Governmental Authority or Government Entity, or (d) any applicable order, judgment or decree of any court, arbitrator or Governmental AuthorityGovernment Entity, except (in the case consequences of clauses (ii) and (iii) above only) for such violations which would notviolation, whether individually or in the aggregate, present have or would be reasonably expected (so far as can be foreseen at the time) to have a reasonable likelihood material adverse effect on (i) the business, results of having operations or financial condition of ERC and its Subsidiaries taken as a Material Adverse Effectwhole, or (ii) the ability of ERC to perform its obligations under this Agreement. Neither the General Partner nor the Public Partnership is in violation of any provision Except as set forth on Schedule 3.6 of the Partnership Agreement. (b) The Disclosure Schedule, the execution, delivery and performance by each of the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is by ERC will not result in any violation of or conflict with, constitute a partydefault under, and the completion or require any consent under any term of the transactions contemplated by this Agreement will notcharter, (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation bylaws or other Organization Documents organizational document of the Borrower, the General Partner, Petrolane ERC (or any of their respective its Subsidiaries) or any such agreement, (y) any applicable instrument, law, ordinance, rule or regulation of any Governmental Authority or any applicable rule, regulation, order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (ii) result in the creation of (or impose any express obligation on the part ERC or any of the Borrower its Subsidiaries to create) any Lien upon any of the properties or assets of ERC or any of its Subsidiaries pursuant to any such term, except where such violation, conflict or default, or the failure to obtain such consent, individually or in the aggregate, does not permitted by Section 8.3have and would not be reasonably expected (so far as can be foreseen at the time) to have a material adverse effect on (i) the business, results of operations or financial condition of ERC and its Subsidiaries taken as a whole, or (ii) the ability of ERC to perform its obligations under this Agreement.

Compliance with Other Instruments, etc. SOLVENCY. (ai) On the Closing Date, none immediately prior to the completion of any of the Borrowertransactions contemplated by the Registration Statement (including without limitation the transactions contemplated by this Agreement, the General PartnerNotes, Petrolane or the other Financing Documents and the Operative Agreements), neither Heritage, the Operating Partnership nor any of their respective the Subsidiaries of the Company will be in violation of (ia) any provision of its certificate or articles of incorporation or other Organization Documentsconstitutive documents or its by-laws, (iib) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement bound or (iiic) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, Authority except (in the case of clauses (iib) and (iiic) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (bii) The execution, delivery and performance by each of the Borrowerthis Agreement, the General PartnerNotes, Petrolane the other Financing Documents and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a partyOperative Agreements, and the completion (iii) Upon giving effect to the issuance of the Notes on the Closing Date both before and after giving effect to the assumption of the Notes by the Operating Partnership, no Note shall be "in default", as that term is used in section 1405(a)(2) of the New York Insurance Law. Each of Heritage and the Operating Partnership is, and upon giving effect to the issuance by Heritage, and the assumption by the Operating Partnership, of the Notes on the Closing Date, will be, a "solvent institution", as that term is used in section 1405 of the New York Insurance Law, whose "obligations are not in default as to principal or interest", as those terms are used in said section 1405(c). (iv) Upon completion of the transactions contemplated by the Registration Statement to occur prior to or at the time of Closing (including, without limitation, the transactions contemplated by this Agreement will notAgreement, the Notes, the other Financing Documents and the Operative Agreements), none of Heritage, the Operating Partnership or any Subsidiary of the Company shall (a) be insolvent, (ib) violate (x) be engaged or about to engage in business or a transaction at a time Heritage, the Operating Partnership or any provision Subsidiary of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental AuthorityCompany could be viewed as having unreasonably small capital, or (zc) any provision of any agreement or instrument intend to which the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effectincur, or (ii) result in the creation of (or impose any express obligation on the part of the Borrower believe that it would incur, debts that would be beyond its ability to create) any Lien not permitted by Section 8.3pay as such debts matured.

Compliance with Other Instruments, etc. (a) On the Closing Date, none of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries will be in violation of (i) any provision of its certificate or articles of incorporation or other Organization Documents, (ii) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note AgreementAgreements, and the Existing Credit Agreement or (iii) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except (in the case of clauses (ii) and (iii) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (b) The execution, delivery and performance by each of the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a party, and the completion of the transactions contemplated by this Agreement will not, (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement Agreements and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (ii) result in the creation of (or impose any express obligation on the part of the Borrower to create) any Lien not permitted by Section 8.3.

Compliance with Other Instruments, etc. Solvency. (ai) On the Closing Date, none immediately prior to the completion of the Borrowertransactions contemplated by this Agreement, the General PartnerNotes, Petrolane or the other Loan Documents and the Operative Agreements), neither the Borrower nor any of their respective the Subsidiaries of the Borrower will be in violation of (ia) any provision of its certificate or articles of incorporation or other Organization Documentsconstitutive documents or its by-laws, (iib) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement bound or (iiic) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, Authority except (in the case of clauses (iib) and (iiic) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (bii) The execution, delivery and performance by each of the Borrowerthis Agreement, the General PartnerNotes, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a partyand the Operative Agreements, and the completion of the transactions contemplated by the Registration Statement to occur prior to the Closing Date (including without limitation the transactions contemplated by this Agreement Agreement, the Notes, the other Loan Documents and the Operative Agreements) will not, (i) not violate (xa) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents constitutive documents or by-laws of the Borrower, the General Partner, Petrolane Partner or any of their respective Subsidiariesthe Subsidiaries of the Borrower, (yb) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (zc) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane Partner or any of their respective the Subsidiaries of the Borrower is a party or by which any of its properties is bound. (iii) Upon completion of the transactions contemplated by this Agreement, includingthe Notes, without limitation the First Mortgage Note Agreement other Loan Documents and the Existing Credit AgreementOperative Agreements), except none of the Borrower, the General Partner or any Subsidiary of the Borrower shall (a) be insolvent, (b) be engaged or about to engage in business or a transaction at a time the case Borrower, the General Partner or any Subsidiary of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of Borrower could be viewed as having a Material Adverse Effectunreasonably small capital, or (iic) result in the creation of (intend to incur, or impose any express obligation on the part of the Borrower believe that it would incur, debts that would be beyond its ability to create) any Lien not permitted by Section 8.3pay as such debts matured.

Compliance with Other Instruments, etc. Solvency. (ai) On the Closing Date, none immediately prior to the completion of the Borrowertransactions contemplated by this Agreement, the General PartnerNotes, Petrolane or the other Loan Documents and the Operative Agreements), neither the Borrower nor any of their respective the Subsidiaries of the Borrower will be in violation of (ia) any provision of its certificate or articles of incorporation or other Organization Documentsconstitutive documents or its by-laws, (iib) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement bound or (iiic) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, Authority except (in the case of clauses (iib) and (iiic) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (bii) The execution, delivery and performance by each of the Borrowerthis Agreement, the General PartnerNotes, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a partyand the Operative Agreements, and the completion of the transactions contemplated by the Registration Statement to occur prior to the Closing Date (including without limitation the transactions contemplated by this Agreement Agreement, the Notes, the other Loan Documents and the Operative Agreements) will not, (i) not violate (xa) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents constitutive documents or by-laws of the Borrower, the General Partner, Petrolane Partner or any of their respective Subsidiariesthe Subsidiaries of the Borrower, (yb) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authorityor (iii) Upon completion of the transactions contemplated by this Agreement, or (z) any provision the Notes, the other Loan Documents and the Operative Agreements), none of any agreement or instrument to which the Borrower, the General Partner, Petrolane Partner or any Subsidiary of their respective Subsidiaries is the Borrower shall (a) be insolvent, (b) be engaged or about to engage in business or a party transaction at a time the Borrower, the General Partner or by which any Subsidiary of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of Borrower could be viewed as having a Material Adverse Effectunreasonably small capital, or (iic) result in the creation of (intend to incur, or impose any express obligation on the part of the Borrower believe that it would incur, debts that would be beyond its ability to create) any Lien not permitted by Section 8.3pay as such debts matured.

Compliance with Other Instruments, etc. WikiPay is not in violation of any term of (a) On the Closing Date, none of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries will be in violation of (i) any provision of its certificate or articles of incorporation incorporation, bylaws or other Organization Documents, organizational documents; or (iib) any provision of any agreement or instrument related to indebtedness for borrowed money or any other agreement to which it is a party or by which any of its properties it is bound, includingthe consequences of which violation, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement or (iii) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except (in the case of clauses (ii) and (iii) above only) for such violations which would not, whether individually or in the aggregate, present a reasonable likelihood of having do or would (i) have a Material Adverse EffectEffect on WikiPay, (ii) prevent or materially delay the consummation of the Merger, or (iii) require WikiPay or WikiLoan to incur any additional material cost or material obligation in order to consummate the Merger. Neither Assuming the General Partner nor approval of WikiPay Stockholders as contemplated by Section 5.3, neither the Public Partnership execution and the delivery of this Agreement, nor, subject to the matters discussed in the next sentence, the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which WikiPay is in violation of subject or any provision of the Partnership Agreement. charter, bylaws, or organizational documents of WikiPay or (bii) The executionconflict with, delivery and performance by each of result in a breach of, constitute a default under, result in the Borroweracceleration of, create in any party the General Partnerright to accelerate, Petrolane and the Restricted Subsidiaries of this Agreement and the terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other Loan Documents arrangement to which it is a party, and the completion of the transactions contemplated by this Agreement will not, (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries WikiPay is a party or by which any of its properties them is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except bound or to which any of their assets is subject (or result in the case imposition of clauses (yany security interest upon any of their assets) and (z) above) for such violations which except where any of the foregoing would not, individually or in the aggregate, present a reasonable likelihood of having does not and would not, (i) have a Material Adverse EffectEffect on WikiPay, (ii) prevent or materially delay consummation of the Merger, or (iiiii) result require WikiPay or WikiLoan to incur any additional material cost or material obligation in order to consummate the creation of (or impose any express obligation on Merger. Other than in connection with the part provisions of the Borrower Xxxx-Xxxxx-Xxxxxx Act, the DGCL, the Securities Exchange Act, the Securities Act, state securities laws, and the filing of the Certificate of Merger, as required by the DGCL, WikiPay does not need to create) give any Lien not permitted notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for WikiPay to consummate the transactions contemplated by Section 8.3this Agreement.

Compliance with Other Instruments, etc. Solvency. (ai) On the Initial Closing Date, none neither the Company nor any of the Borrower, Subsidiaries of the General Partner, Petrolane or any of their respective Subsidiaries Company will be in violation of (ia) any provision of its certificate or articles of incorporation or other Organization Documentsconstitutive documents or its by-laws, (iib) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement bound or (iiic) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, Authority except (in the case of clauses (iib) and (iiic) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (bii) The execution, delivery and performance by each of the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a party, Notes and the completion of the transactions contemplated by this Agreement Parity Debt Designation will not, (i) not violate (xa) any provision of the Partnership Agreement or the certificate other constitutive documents or articles of incorporation or other Organization Documents by-laws of the Borrower, the General Partner, Petrolane Company or any of their respective Subsidiariesthe Subsidiaries of the Company, (yb) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (zc) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane Company or any of their respective the Subsidiaries of the Company is a party or by which any of its properties is bound, including, without limitation . (iii) Upon giving effect to the First Mortgage Note Agreement issuance of the Series A Notes and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (ii) result in the creation of (or impose any express obligation Series B Notes on the part Initial Closing Date and to the application of the Borrower proceeds thereof as contemplated herein, no Note shall be "in default," as that term is used in section 1405(a)(2) of the New York Insurance Law. The Company is a "solvent institution," as that term is used in section 1405 of the New York Insurance Law, whose "obligations are not in default as to create) any Lien not permitted by Section 8.3principal or interest," as those terms are used in said section 1405(c).

Compliance with Other Instruments, etc. (a) On the Closing Date, none Neither Digital nor any Subsidiary of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries will be Digital is in violation of any term of (i) any provision of its certificate or articles of incorporation charter, Bylaws or other Organization Documentsorganizational documents, (ii) any provision of any agreement or instrument relate to indebtedness for borrowed money or any other agreement to which it is a party or by which any of its properties it is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement or (iii) any applicable law, ordinance, rule or regulation of any Governmental Authority Body, or (iv) any applicable order, judgment or decree of any court, arbitrator or Governmental AuthorityBody, except (in the case consequences of clauses (ii) and (iii) above only) for such violations which would notviolation, whether individually or in the aggregate, present would have, or would be reasonably expected (so far as can be foreseen at the time) to have, a reasonable likelihood material adverse effect on the (A) business, properties, operations, condition (financial or other) or, to Digital's knowledge, the prospects of having Digital and its Subsidiaries taken as a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation whole or (B) ability of any provision of the Partnership Digital to perform its obligations under this Agreement. (b) The execution, delivery and performance by each of the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement by Digital and Merger Sub and the other Loan Documents to which it is a party, and the completion consummation of the transactions contemplated by this Agreement hereby will not, not (i) violate constitute a violation (xwith or without the giving of notice or lapse of time, or both) of any provision of law or any judgment, decree, order, regulation or rule of any court or Governmental Body applicable to Digital or Merger Sub, (ii) require any Authorization or any consent or approval of any nongovernmental Person, except compliance with applicable securities laws, the Partnership Agreement approval of the shareholders of each of the Company and Digital and the filing of all documents necessary to consummate the Merger with the Washington Secretary of State and the California Secretary of State (all such Authorizations and other consents or approvals to be duly obtained at or prior to the Closing), (iii) result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration or termination of, or the certificate creation in any party of the right to accelerate, terminate, modify or articles of incorporation cancel, any agreement, lease, note or other Organization Documents of the Borrowerrestriction, the General Partnerencumbrance, Petrolane obligation or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument liability to which the Borrower, the General Partner, Petrolane Digital or any of their respective Subsidiaries Merger Sub is a party or by which it is bound or to which any assets of its properties is boundthe Company are subject, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (iiiv) result in the creation of any lien or encumbrance upon the assets of Digital or Merger Sub or upon any outstanding securities of Digital or Merger Sub, (or impose v) conflict with any express obligation on the part provision of the Borrower to createcharter or Bylaws of Digital or Merger Sub, or (vi) invalidate or adversely affect any Lien not permitted by Section 8.3permit, license, authorization or status used in the conduct of Digital's business.