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

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) any evidence of Indebtedness, or any agreement or instrument under or pursuant to which 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 them is bound or any of their 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, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any evidence of Indebtedness or other agreement or instrument referred to in this Section 2.9, (iii) result in the creation of any Lien of any nature whatsoever upon any of the properties 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 trustee, any creditor of, any lessor to, or any investor in, the Partnership or any of its Subsidiaries.

Compliance with Other Instruments, etc. The Partnership is not in violation Neither Shurgard REIT nor any Subsidiary of any term of the Partnership Agreement and none of its Subsidiaries Shurgard REIT 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) any evidence of Indebtednessits charter, by-laws or other organizational documents, (b) any agreement or instrument under related to indebtedness for borrowed money or pursuant to which 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 it is a party or by which it is bound, (c) any applicable law, ordinance, rule or regulation of them is bound or any of their properties is affected. Neither the Partnership nor any of its Subsidiaries has defaulted inGovernmental Body, or has failed (d) any applicable order, judgment or decree of any court, arbitrator or Governmental Body, except, as to make subsections (a) through (d) of this Section, where such violation, individually or in the aggregate, does not have and would not be reasonably expected (so far as can be foreseen at the time contemplated, payment time) to have a Shurgard REIT Material Adverse Effect or a material adverse effect on the ability 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 BorrowedShurgard REIT to perform its obligations under this Agreement. Neither the The execution, delivery or and performance of this AgreementAgreement by Shurgard REIT will not result in any violation of or conflict with, nor constitute a default under, require any consent under or result in the offer, issuance, sale, delivery creation or performance issuance of Excess Stock under any term 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, laws of the Partnership Shurgard REIT (or any of its Subsidiaries) or any agreement, instrument, permit, license, law, ordinance, rule, regulation, order, judgment or decree to which Shurgard REIT (ii) conflict with or result in a breach of any of the terms, conditions its Subsidiaries) is a part or provisions ofto which Shurgard REIT (or any of its Subsidiaries) or any of their material assets are subject, or constitute a default under, any evidence of Indebtedness or other agreement or instrument referred to in this Section 2.9, (iii) result in the creation of (or impose any Lien of obligation on Shurgard REIT to create) any nature whatsoever mortgage, lien, charge, security interest or other encumbrance upon any of the properties or assets of the Partnership Shurgard REIT or any of its Subsidiaries under the terms of pursuant to any such evidence of Indebtednessterm, other agreement except where such violation, conflict or instrumentdefault, or the failure to obtain such consent or the creation of such encumbrance, individually or in the aggregate, does not have and would not be reasonably expected (ivso far as can be foreseen at the time) require to have (a) a Shurgard REIT Material Adverse Effect or (b) a material adverse effect on the consent ability of or other action by any trustee, any creditor of, any lessor to, or any investor in, the Partnership or any of Shurgard REIT to perform its Subsidiariesobligations under this Agreement.

Compliance with Other Instruments, etc. The Partnership Company is not in violation of any term of the Partnership Agreement and none of its Subsidiaries is (a) in violation of any term of its partnership agreement, certificate Articles of partnership, charter Incorporation or by-laws, as the case may be; neither the Partnership nor any Code of its Subsidiaries is Regulations 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, (ai) any evidence of Indebtedness, Indebtedness or any instrument or agreement or instrument under or pursuant to which any evidence of Indebtedness has been issued (or any documents related thereto) issued, or (bii) any other instrument or agreement or instrument (including, without limitation, any issued and outstanding preferred stock) to which any of them it is a party or by which any of them it is bound or any of their its properties is affected, the default or defaults under which other instrument or agreement would, individually or in the aggregate, have a material adverse effect on the business, earnings, prospects, properties or condition (financial or other) of the Company and the Company does not know of any default under any such other instrument or agreement. Neither the Partnership nor any of its Subsidiaries The Company has not defaulted in, or has failed to make at the time contemplated, payment of any dividends or partnership distributions, or any mandatory redemption payments on of any preferred stock or any principal of, or premium or interest on, any Indebtedness for Money BorrowedIndebtedness. Neither the execution, delivery or performance of this Agreement, Agreement nor the offer, issuance, sale, delivery or performance of the Notes, Notes does or will (iA) conflict with or violate the partnership agreement, certificate Articles of partnership, charter Incorporation or by-laws, as the case may be, Code of Regulations of the Partnership or any of its SubsidiariesCompany, (iiB) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any evidence of Indebtedness or other agreement or instrument referred to in this Section 2.9, (iii) result in the creation of any Lien of any nature whatsoever upon on any of the properties or assets Assets of the Partnership or any of its Subsidiaries under Company pursuant to the terms of of, any such evidence of Indebtedness, or any instrument or agreement under or pursuant to which any evidence of Indebtedness has been issued, or any other instrument or agreement referred to in this Section 2.8 to which the Company is a party or instrumentby which it is bound, or (ivC) require the any consent of or other action by any trustee, trustee or any creditor of, any lessor to, to or any investor inin the Company, except for such consents or other actions as are disclosed in Exhibit B hereto and which shall have been obtained or completed on or prior to the Partnership or any of its SubsidiariesClosing Date.

Compliance with Other Instruments, etc. The Partnership Neither the Company nor its Subsidiary is not in violation of any term of the Partnership Agreement and none of its Subsidiaries is (a) 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 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, (ai) any evidence of Indebtedness, Indebtedness or any instrument or agreement or instrument 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 documents related thereto) 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 stated maturity or (bii) any other instrument or agreement or instrument (including, without limitation, any issued and outstanding preferred stock) to which any of them it is a party or by which any of them it is bound or any of their its properties is affected, the consequences of which default would reasonably be expected to have an MAE. Neither As of the Partnership date hereof, neither the Company nor any of its Subsidiaries has defaulted inSubsidiary is in default with respect to, or has failed (which failure has not been remedied) to make at the time contemplated, payment of any dividends or partnership distributions, or any mandatory redemption payments on of 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, Agreement and the Other Agreements nor the offer, issuance, sale, delivery or performance of the Notes, Preferred Stock does or will (iA) conflict with or violate the partnership agreement, certificate of partnership, charter or by-laws, as the case may be, laws of the Partnership Company or any of its SubsidiariesSubsidiary, (iiB) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any evidence of Indebtedness or other agreement or instrument referred to in this Section 2.9, (iii) result in the creation of any Lien of any nature whatsoever upon on any of the properties or assets of the Partnership Company or any of its Subsidiaries under Subsidiary pursuant to the terms of of, any such evidence of Indebtedness, or any instrument or agreement under or pursuant to which any evidence of Indebtedness has been issued, or any other instrument or agreement referred to in this Section 2.7 to which the Company or instrumentits Subsidiary is 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 an MAE), or (ivC) require the consent of of, or other action by by, any trustee, any shareholder or creditor of, any lessor to, to or any investor in, the Partnership Company or any its Subsidiary, other than for the consents and actions described on Schedule 2.7, all of its Subsidiarieswhich have been obtained or taken or none of which would have an MAE.

Compliance with Other Instruments, etc. The Partnership Neither the Company nor its Subsidiary is not in violation of any term of the Partnership Agreement and none of its Subsidiaries is (a) 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 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, (ai) any evidence of Indebtedness, Indebtedness or any instrument or agreement or instrument 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 documents related thereto) 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 stated maturity or (bii) any other instrument or agreement or instrument (including, without limitation, any issued and outstanding preferred stock) to which any of them it is a party or by which any of them it is bound or any of their its properties is affected, the consequences of which default would reasonably be expected to have an MAE. Neither As of the Partnership date hereof, neither the Company nor any of its Subsidiaries has defaulted inSubsidiary is in default with respect to, or has failed (which failure has not been remedied) to make at the time contemplated, payment of any dividends or partnership distributions, or any mandatory redemption payments on of any preferred stock 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, Agreement and the Other Agreements nor the offer, issuance, sale, delivery or performance of the Notes, Notes does or will (iA) conflict with or violate the partnership agreement, certificate of partnership, charter or by-laws, as the case may be, laws of the Partnership Company or any of its SubsidiariesSubsidiary, (iiB) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any evidence of Indebtedness or other agreement or instrument referred to in this Section 2.9, (iii) result in the creation of any Lien of any nature whatsoever upon on any of the properties or assets of the Partnership Company or any of its Subsidiaries under Subsidiary pursuant to the terms of of, any such evidence of Indebtedness, or any instrument or agreement under or pursuant to which any evidence of Indebtedness has been issued, or any other instrument or agreement referred to in this Section 2.7 to which the Company or instrumentits Subsidiary is 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 an MAE), or (ivC) require the consent of of, or other action by by, any trustee, any shareholder or creditor of, any lessor to, to or any investor in, the Partnership Company or any its Subsidiary, other than for the consents and actions described on Schedule 2.7, all of its Subsidiarieswhich have been obtained or taken or none of which would have an MAE.

Compliance with Other Instruments, etc. The Partnership Neither the Company nor its Subsidiary is not in violation of any term of the Partnership Agreement and none of its Subsidiaries is (a) 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 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, (ai) any evidence of Indebtedness, Indebtedness or any instrument or agreement or instrument 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 documents related thereto) 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 stated maturity or (bii) any other instrument or agreement or instrument (including, without limitation, any issued and outstanding preferred stock) to which any of them it is a party or by which any of them it is bound or any of their its properties is affected, the consequences of which default would 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 Subsidiary, taken as a whole. Neither As of the Partnership date hereof, neither the Company nor any of its Subsidiaries Subsidiary 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 of 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, Agreement nor the offer, issuance, sale, delivery or performance of the Notes, Notes does or will (iA) conflict with or violate the partnership agreement, certificate of partnership, charter or by-laws, as the case may be, laws of the Partnership Company or any of its SubsidiariesSubsidiary, (iiB) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any evidence of Indebtedness or other agreement or instrument referred to in this Section 2.9, (iii) result in the creation of any Lien of any nature whatsoever upon on any of the properties or assets of the Partnership Company or any of its Subsidiaries under Subsidiary pursuant to the terms of of, any such evidence of Indebtedness, or any instrument or agreement under or pursuant to which any evidence of Indebtedness has been issued, or any other instrument or agreement referred to in this Section 2.8 to which the Company or instrumentits 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 Subsidiary), or (ivC) require the consent of of, or other action by by, any trustee, any shareholder or creditor of, any lessor to, to or any investor in, the Partnership Company or any its Subsidiary, other than for the consents and actions described on Schedule 2.8, all of its Subsidiarieswhich have been obtained or taken.

Compliance with Other Instruments, etc. The Partnership is not Neither the Company nor any ---------------------------------------- of its Subsidiaries is: (a) 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 incorporation or by-laws, as the case may bebylaws; neither the Partnership nor any of its Subsidiaries is 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, (ai) any evidence of Indebtedness, Indebtedness or any instrument or agreement or instrument under or pursuant to which any evidence of Indebtedness or other evidence of Indebtedness has been issued (or any documents related thereto) issued; or (bii) any other instrument or agreement or instrument (including, without limitation, any issued and outstanding preferred stock) to which any of them it is a party or by which any of them it is bound or any of their its properties is affected. Neither the Partnership Company nor any of its Subsidiaries has defaulted in, or nor has any of them failed to make at the time contemplated, payment of any dividends or partnership distributions, or any mandatory redemption payments on of any preferred stock stock, distributions or any principal of, or premium or interest on, any Indebtedness for Money BorrowedIndebtedness. Neither the execution, delivery or performance of this Agreement, nor the offer, issuance, sale, sale or delivery or of the Notes by the Company nor the performance of the Notes, Notes by the Company does or will will: (iA) conflict with or violate the partnership agreement, certificate of partnership, charter incorporation or by-laws, as the case may be, of the Partnership or any of its Subsidiaries, bylaws; (iiB) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any evidence of Indebtedness or other agreement or instrument referred to in this Section 2.9, (iii) result in the creation of any Lien of any nature whatsoever upon on any of the properties or assets of the Partnership Company or any of its Subsidiaries under pursuant to the terms of any such evidence of Indebtedness, other or any instrument or agreement under or instrumentpursuant to which any evidence of Indebtedness has been issued, or any other instrument or agreement referred to in this ss.2.8 to which the Company or any of its Subsidiaries is a party or by which it is bound; or (ivC) require the consent of of, or other action by by, any trusteestockholder, trustee or any creditor of, any lessor to, to or any investor in, the Partnership Company or any of its SubsidiariesSubsidiaries or any other non-governmental Person, which have not been obtained.

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, certificate of formation, operating agreement, 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) any evidence of Indebtedness, or any agreement or instrument under or pursuant to which 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 them is bound or any of their 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, certificate of formation, operating agreement, charter or by-laws, as the case may be, of the Partnership or any of its Subsidiaries, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any evidence of Indebtedness or other agreement or instrument referred to in this Section 2.9, (iii) result in the creation of any Lien of any nature whatsoever upon any of the properties 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 trustee, any creditor of, any lessor to, or any investor in, the Partnership or any of its Subsidiaries.

Compliance with Other Instruments, etc. The Partnership is not in violation of any term None 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 KPP Companies nor any of its their Subsidiaries is in default or event of default in, and no temporary waiver of default or event of default is in effect with respect to, the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (a) any bond, debenture, note or other evidence of IndebtednessDebt of any KPP Company or any of their Subsidiaries, or (b) any agreement or instrument under or pursuant to which any such bond, debenture, note or other evidence of Indebtedness Debt has been issued (or any documents related thereto) made and delivered, or (bc) any other agreement or instrument (including, without limitation, any issued and outstanding preferred stock) pursuant to which any properties of them is a party or by which any of them is bound KPP Company or any of their properties is affectedSubsidiaries are subject, which default or event of default would materially and adversely affect the business, operations, properties, assets or condition, financial or otherwise, of KPOP individually, the KPP Companies and their Subsidiaries taken as a whole or any KPP Company's ability to perform under the Note Agreements or under the Notes or the other Note Purchase Documents. Neither the Partnership nor any execution and delivery of its Subsidiaries has defaulted inthe Note Agreements, the Notes or has failed the other Note Purchase Documents by the KPP Companies 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 Agreementwhich each is a party, nor the offer, issuance, sale, delivery or performance consummation of the Notestransactions herein and therein contemplated, does or nor compliance with the terms, conditions and provisions hereof and thereof by the KPP Companies, 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, (ii) conflict with or result in a breach of any of the terms, conditions or provisions ofof the partnership agreement, charter or by-laws of any KPP Company or any of their Subsidiaries or of any material agreement or instrument to which any of them is now a party or by which any of them or any of their properties is or may be bound, or constitute a default underor event of default thereunder, any evidence of Indebtedness or other agreement or instrument referred to in this Section 2.9, (iii) result in the creation or imposition of any Lien of any nature whatsoever upon any of the their material properties or assets assets. None of the Partnership or KPP Companies nor any of its their Subsidiaries under is in default or event of default in the terms performance of any such evidence of Indebtedness, other agreement or instrumentthe covenants and agreements contained herein. No event has occurred and is continuing which constitutes, or (iv) require which with the consent lapse of time would constitute, a Default or other action by any trustee, any creditor of, any lessor to, or any investor in, the Partnership or any Event of its SubsidiariesDefault.