Common use of Conflicting Agreements and Other Matters Clause in Contracts

Conflicting Agreements and Other Matters. No Transaction Party is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement or other corporate, limited liability company or partnership restriction which could reasonably be expected to have a Material Adverse Effect. Neither the execution nor delivery of this Agreement, the Notes or any other Transaction Documents, nor the offering, issuance and sale of the Notes, nor the performance of the terms and provisions hereof and of the Notes or any other Transaction Document will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien other than Liens created pursuant to the Collateral Documents) upon any of the properties or assets of any Transaction Party pursuant to, the charter, by-laws, limited liability company operating agreement or partnership agreement of any Transaction Party, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. No Transaction Party is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Transaction Party, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes or the delivery of the Guaranty Agreement by any Guarantor except as set forth in the agreements listed in Schedule 8G attached hereto (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Company and accepted in writing by Prudential).

Conflicting Agreements and Other Matters. No Transaction Party Neither the Credit Parties nor any of their respective Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which could reasonably be expected to have result in a Material Adverse Effect. Neither the execution nor delivery of this Agreement, the Notes or any other Transaction DocumentsDocument, nor the offering, issuance and sale of the Notes, nor the performance fulfillment of nor compliance with the terms and provisions hereof and of the Notes or any other Transaction Document will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien other than Liens created pursuant to the Collateral Documents) upon any of the properties or assets of any Transaction Credit Party or any of their respective Subsidiaries pursuant to, the charter, charter or by-laws, limited liability company operating agreement or partnership agreement laws of any Transaction Partysuch Person, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partnersstockholders of such Person), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company Issuer or any of its Subsidiaries is subject. No Transaction Party Neither the Credit Parties nor any of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Transaction PartyPerson, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company such Person of the type to be evidenced by the Notes or created by the delivery of the Subsidiary Guaranty Agreement by any Guarantor except as set forth in the agreements listed in Schedule 8G attached hereto (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Company and accepted in writing by Issuer to Prudential).

Conflicting Agreements and Other Matters. No Transaction Party Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which could reasonably be expected to have a Material Adverse Effectmaterially and adversely affects its business, property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement, Agreement or the Notes or any other Transaction DocumentsNotes, nor the offering, issuance and sale of the Notes, nor the performance fulfillment of nor compliance with the terms and provisions hereof and of the Notes or any other Transaction Document will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien other than Liens created pursuant to the Collateral Documents) upon any of the properties or assets of the Company or any Transaction Party of its Subsidiaries pursuant to, the charter, charter or by-laws, limited liability company operating agreement laws of the Company or partnership agreement any of any Transaction Partyits Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. No Transaction Party Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Transaction PartySubsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Debt of the Company of the type to be evidenced by the Notes or except for the delivery of the Guaranty Credit Agreement by any Guarantor except and as set forth in the agreements listed in Schedule 8G attached hereto (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Company and accepted in writing by Prudential).

Conflicting Agreements and Other Matters. No Neither any Transaction Party nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement agreement, or other corporate, limited liability company or partnership restriction which could reasonably be expected to have a Material Adverse Effectmaterially and adversely affects its business, property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement, the Notes or any the other Transaction Documents, nor the offering, issuance and sale of the Notes, nor the performance fulfillment of nor compliance with the terms and provisions hereof and of the Notes or any and the other Transaction Document Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien (other than Liens created pursuant to the Collateral Documents) upon any of the properties or assets of any Transaction Party or any of its Subsidiaries pursuant to, the charter, limited liability company operating agreement, partnership agreement, by-laws, limited liability company operating agreement or partnership agreement of any Transaction PartyParty or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company any Transaction Party or any of its Subsidiaries is subject. No Neither any Transaction Party nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Transaction PartyParty or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company any Transaction Party of the type to be evidenced by the Notes or the delivery Indebtedness of any Guarantor of the type to be evidenced by any Guaranty Agreement by any Guarantor except as set forth in the agreements listed in Schedule 8G attached hereto (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Company and accepted in writing by Prudential)hereto.

Conflicting Agreements and Other Matters. No Transaction Party Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which could reasonably be expected to have a Material Adverse Effectmaterially and adversely affects its business, property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement, Agreement or the Notes or any other Transaction DocumentsNotes, nor the offering, issuance and sale of the Notes, nor the performance fulfillment of nor compliance with the terms and provisions hereof and of the Notes or any other Transaction Document will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien other than Liens created pursuant to the Collateral Documents) upon any of the properties or assets of the Company or any Transaction Party of its Subsidiaries pursuant to, the charter, charter or by-laws, limited liability company operating agreement laws of the Company or partnership agreement any of any Transaction Partyits Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. No Transaction Party Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Transaction PartySubsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Debt of the Company of the type to be evidenced by the Notes or the delivery of the Guaranty Agreement by any Guarantor except as set forth in the agreements listed in Schedule 8G attached hereto (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Company and accepted in writing by to Prudential).

Conflicting Agreements and Other Matters. No Transaction Party Neither the Issuers nor any of their Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which could reasonably be expected to have a Material Adverse Effectmaterially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement, Agreement or the Notes or any other Transaction DocumentsPrivate Shelf Notes, nor the offering, issuance and sale of the Private Shelf Notes, nor the performance fulfillment of nor compliance with the terms and provisions hereof and of the Private Shelf Notes or any other Transaction Document will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien other than Liens created pursuant to the Collateral Documents) upon any of the properties or assets of any Transaction Party Issuer or any of its Subsidiaries pursuant to, the charter, charter or by-laws, limited liability company operating agreement laws (or partnership agreement comparable governing documents) of any Transaction PartyIssuer or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company any Issuer or any of its Subsidiaries is subject. No Transaction Party Neither the Issuers nor any of their Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness indebtedness of such Transaction PartyIssuer or any of its Subsidiaries, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement charter or partnership agreementcomparable governing documents) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness indebtedness of the Company Issuers of the type to be evidenced by the Private Shelf Notes or the delivery of the Guaranty Agreement by any Guarantor except as set forth in the agreements listed in Schedule 8G attached hereto (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Company and accepted in writing by Prudential)hereto.

Conflicting Agreements and Other Matters. No Transaction Party Neither the Partnership, the REIT or any of their Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which could reasonably be expected to have a Material Adverse Effectmaterially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement, the Notes REIT Guaranties, or any other Transaction Documentsthe Notes, nor the offering, issuance and sale of the NotesNotes or the REIT Guaranties, nor the performance fulfillment of nor compliance with the terms and provisions hereof and of hereof, the Notes or any other Transaction Document the REIT Guaranties will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien other than Liens created pursuant to the Collateral Documents) upon any of the properties or assets of the Partnership, the REIT or any Transaction Party of its Subsidiaries pursuant to, the chartercharter documents of the Partnership, by-laws, limited liability company operating agreement the REIT or partnership agreement any of any Transaction Partytheir Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company Partnership, the REIT or any of its their Subsidiaries is subject. No Transaction Party Neither the Partnership, the REIT nor any of their Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Partnership, the REIT or such Transaction PartySubsidiary of either, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Debt of the Company Partnership or the REIT of the type to be evidenced by the Notes or the delivery of the Guaranty Agreement by any Guarantor except as set forth in the agreements listed in Schedule 8G attached hereto (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Company and accepted in writing by Prudential)hereto.

Conflicting Agreements and Other Matters. No Transaction Party Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which could can reasonably be expected to have a Material Adverse Effectmaterially and adversely affects its ability to conduct its business or its property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement, the Notes or any the other Transaction Documents, nor the offering, issuance and sale of the Notes, nor the performance fulfillment of nor compliance with the terms and provisions hereof and of the Notes or any and the other Transaction Document Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien other than Liens created pursuant to the Collateral Documents) upon any of the properties or assets of the Company or any Transaction Party of its Subsidiaries pursuant to, the charter, charter or by-laws, limited liability company operating agreement laws of the Company or partnership agreement any of any Transaction Partyits Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. No Transaction Party Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Transaction PartySubsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes or the delivery Indebtedness of any Guarantor of the type to be evidenced by the Guaranty Agreement by any Guarantor Agreements except as set forth in the agreements listed in Schedule 8G attached hereto (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Company and accepted in writing by Prudential)hereto.

Conflicting Agreements and Other Matters. No Transaction Party Neither Guarantor nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which has or could reasonably be expected to have a Material Adverse Effect. Neither the execution nor delivery of this Agreement, the Notes Guaranty or any other Transaction Documents, Note Document nor the offering, issuance and sale of the NotesNotes or the Warrants, nor the performance fulfillment of nor compliance with the terms and provisions hereof and of the Notes or any other Transaction Note Document will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien other than Liens created pursuant to the Collateral Documents) upon any of the properties or assets of Guarantor or any Transaction Party of its Subsidiaries pursuant to, the charter, charter or by-laws, limited liability company operating agreement laws of Guarantor or partnership agreement any of any Transaction Partyits Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company Guarantor or any of its Subsidiaries is subject. No Transaction Party Neither Guarantor nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness Debt of such Transaction PartyGuarantor or Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Debt of the Company Guarantor of the type to be evidenced by the Notes or the delivery of the this Guaranty Agreement by any Guarantor except as set forth in the agreements listed in Schedule 8G 3.7 attached hereto (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Company and accepted in writing by Prudential)hereto.

Conflicting Agreements and Other Matters. No Transaction Party Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating partnership agreement, partnership agreement charter or other corporate, limited liability company partnership or partnership corporate restriction which could reasonably be expected to have materially and adversely affects the business (as presently conducted), property, assets or financial condition of the Company and its Subsidiaries taken as a Material Adverse Effectwhole. Neither the execution nor delivery of this Agreement, Agreement or the Notes or any other Transaction DocumentsNotes, nor the offering, issuance and sale of the Notes, nor the performance fulfillment of nor compliance with the terms and provisions hereof and of the Notes or any other Transaction Document will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien other than Liens created pursuant to the Collateral Documents) upon any of the properties or assets of the Company or any Transaction Party of its Subsidiaries pursuant to, the Partnership Agreement or the charter, by-laws, limited liability company operating agreement laws or partnership agreement code of regulations of any Transaction PartySubsidiaries, any award of any arbitrator or any agreement (including any agreement with Partners or stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is a party or otherwise subject. No Transaction Party Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Transaction Partythe Company or any Subsidiary, any agreement relating thereto or any other contract or agreement (including the Partnership Agreement and, in the case of any Subsidiary, its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Debt of the Company of the type to be evidenced by the Notes or the delivery except (i) as of the Guaranty Agreement by any Guarantor except date of this Agreement, as set forth in the agreements listed in Schedule 8G Exhibit E attached hereto and (ii) as such Schedule 8G may have been modified from time of any date subsequent to time the date of this Agreement when this representation is repeated, as set forth in the agreements listed in Exhibit E or as theretofore disclosed to Prudential in a writing which by written supplements thereto delivered by the Company and accepted in writing by Prudential).its terms modifies Exhibit E.

Conflicting Agreements and Other Matters. No Transaction Party Neither the Credit Parties nor any of their respective Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which could reasonably be expected to have result in a Material Adverse Effect. Neither the execution nor delivery of this Agreement, the Shelf Notes or any other Transaction DocumentsDocument, nor the offering, issuance and sale of the Shelf Notes, nor the performance fulfillment of nor compliance with the terms and provisions hereof and of the Shelf Notes or any other Transaction Document will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien other than Liens created pursuant to the Collateral Documents) upon any of the properties or assets of any Transaction Credit Party or any of their respective Subsidiaries pursuant to, the charter, charter or by-laws, limited liability company operating agreement or partnership agreement laws of any Transaction Partysuch Person, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partnersstockholders of such Person), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company Issuer or any of its Subsidiaries is subject. No Transaction Party Neither the Credit Parties nor any of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Transaction PartyPerson, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company such Person of the type to be evidenced by the Shelf Notes or created by the delivery of the Subsidiary Guaranty Agreement by any Guarantor except as set forth in the agreements listed in Schedule 8G attached hereto (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Company and accepted in writing by Issuer to Prudential).

Conflicting Agreements and Other Matters. No Transaction Party Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which could would reasonably be expected to have a Material Adverse Effect. Neither the execution nor delivery of this Agreement, the Notes or any other Transaction DocumentsNote Document, nor the offering, issuance and sale of the Notes, nor the performance granting of the Liens under the Security Documents, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes or any and the other Transaction Document Note Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien other than Liens created pursuant to the Collateral Documents) upon any of the properties Properties or assets of the Company or any Transaction Party of its Subsidiaries pursuant to, the charter, by-laws, limited liability company operating charter or corporate agreement (or partnership agreement equivalent constitutive document) of the Company or any Transaction Partyof its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partnersshareholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. No Transaction Party Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Transaction PartySubsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, (i) Indebtedness of the Company of the type to be evidenced by the Notes or the delivery (ii) Indebtedness of any Guarantor of the type to be evidenced by the Guaranty Agreement by any Guarantor Agreement, except as set forth in the agreements listed in Schedule 8G attached hereto (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Company and accepted in writing by Prudential)hereto.