Common use of No Conflict; Required Filings and Consents Clause in Contracts

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will not, (i) conflict with or violate any provision of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, or any Parent Subsidiary or by which any property or asset of Parent, Merger Sub, or any Parent Subsidiary is bound, or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub or any Parent Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure LetterThe execution, the execution delivery and delivery performance of this Agreement by each of Parent and Merger Sub does notSub, do not and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will not, not (i) conflict with or violate any provision the respective certificates or articles of (A) the incorporation or bylaws of Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, approvals and authorizations and permits described in Section 5.5(bcontemplated by clauses (i) through (vii) of subsection (b) below have been obtained, and all filings and notifications described in Section 5.5(b) such clauses have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any Law applicable to Parent, Parent or Merger Sub, or any Parent Subsidiary Sub or by which any property or asset either of Parent, Merger Sub, them or any Parent Subsidiary is bound, of their respective properties are bound or (iii) (A) require any consent or approval undernotice pursuant to, result in any breach or violation of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default), (B) result in the loss of a benefit under, or give to others any right of termination, acceleration, cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchasetermination, first offer cancellation, amendment or forced sale under acceleration of, or (C) result in the creation of a any Lien on any property of the properties or asset assets of Parent, Parent or Merger Sub, or any Parent Subsidiary pursuant toSub under, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation Contracts to which Parent, Parent or Merger Sub is a party or by which Parent or Merger Sub or any Parent Subsidiary is a partyof their respective properties are bound, except, as to in the case of clauses (i)(B), (ii) and (iii), respectively, for any such conflictsnotice, violationsconflict, breachesviolation, defaults breach, default, acceleration, loss, right or other occurrences whichoccurrence which would not, or would not reasonably be expected to individually or in the aggregate, have a Parent Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby by each of Parent and Merger Sub do not had and will not require any notice, consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity, except for (i) the applicable requirements, if any, of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, including the filing of the Offer Documents and such reports under Sections 13 and 16 of the Exchange Act as may be required in connection with the transactions contemplated hereby, (ii) the applicable requirements, if any, under state securities, takeover and “blue sky” laws, (iii) the applicable requirements of the HSR Act, (iv) the applicable requirements of Foreign Antitrust and Investment Laws, (v) the applicable requirements of Nasdaq and the NYSE, (vi) the filing with the Florida Department of State, Division of Corporations of the Articles of Merger as required by the FBCA, (vii) any notices required under the FDA Act or similar laws of jurisdictions other than the United States, and (viii) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not individually or in the aggregate, have or reasonably be expected to have, a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will not, (i) conflict with or violate any provision the Certificate of (A) the Incorporation or Bylaws of Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits other actions described in Section 5.5(b4.05(b) have been obtained, obtained and all filings and notifications obligations described in Section 5.5(b4.05(b) have been made and any waiting periods thereunder have terminated or expiredcomplied with, conflict with or violate any Law applicable to Parent, Merger Sub, Parent or any Parent Subsidiary or by which any property or asset of Parent, Merger Sub, Parent or any Parent Subsidiary is boundbound or affected, or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to require any right of purchasepayment under, first offer or forced sale under or result in the creation of a Lien lien, claim, security interest or other charge or encumbrance on any property or asset of Parent, Merger Sub, Parent or any Parent Subsidiary pursuant to, any note, bond, debt instrumentmortgage, indenture, contract, agreement, ground lease, license, permit permit, franchise or other legally binding instrument or obligation to which Parent, Merger Sub Parent or any Parent Subsidiary is a partyparty or by which any asset of Parent or any Parent Subsidiary is bound or affected, except, as with respect to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization order, authorization, registration or permit of, or filing with or notification to, any Governmental AuthorityEntity, except (i) for applicable requirements, if any, of the Exchange Act, Blue Sky Laws, the Securities Act, The Nasdaq National Market, state takeover laws, the pre-merger notification requirements of the HSR Act, any filings under similar competition or merger notification laws or regulations of foreign Governmental Entities and the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness recordation of the Form S-4Certificate of Merger as required by the DGCL, and as set forth in Section 4.05(b) of the Parent Disclosure Letter and (Bii) for such reports underother consents, and other compliance withapprovals, orders, authorizations, registrations, permits, filings or notifications which if not obtained or made would not reasonably be expected to be material to the Exchange Act (and Company or Parent or to prevent or materially delay the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and consummation of the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) None of the Parent Disclosure Letter, the execution and delivery of this Agreement by each of Parent and Merger Sub, the consummation by Parent or Merger Sub does not, and of the performance Transactions or compliance by Parent or Merger Sub with any of the provisions of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will not, (i) conflict with or violate any provision the certificate of incorporation or bylaws (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents documents) of any other (x) Parent Subsidiary, or (Cy) any Starwood Transaction DocumentMerger Sub, (ii) assuming that all the consents, approvals, approvals and authorizations and permits described specified in Section 5.5(b4.4(b) have been obtainedreceived and the waiting periods referred to therein have expired, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated condition precedent to such consent, approval, authorization, or expiredwaiver has been satisfied, conflict with or violate any Law applicable to Parent, Parent or Merger Sub, or any Parent Subsidiary Sub or by which any property or asset of Parent, Parent or Merger Sub, Sub is bound or any Parent Subsidiary is bound, affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Parent or Merger Sub, or any Parent Subsidiary Sub pursuant to, any note, bond, debt instrumentmortgage, indentureindenture or credit agreement, or any other contract, agreement, ground lease, license, permit permit, franchise or other legally binding instrument or obligation to which Parent, Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of Parent Subsidiary or Merger Sub is a partybound, exceptother than, as to in the case of clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults defaults, rights, terminations, amendments, accelerations, or other occurrences whichcancellations which would not have, individually or in the aggregate, have not had and would not reasonably be expected to have, a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub does not, and of the performance Transactions or compliance by Parent or Merger Sub with any of the provisions of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization authorization, waiver or permit of, or filing with or notification to, any Governmental Authority, except for applicable requirements of (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness of the Form S-4Exchange Act, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreementor Blue Sky Laws, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do businessany applicable Antitrust Laws, (iii) such filings the DGCL, and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxesthe rules of the New York Stock Exchange, and (v) except where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance by Merger Sub of its obligations under this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will not, subject to compliance with the requirements set forth in Section 4.4(b) below, (i) conflict with or violate any provision the certificate of (A) the Parent Charter incorporation or the Parent Bylaws or bylaws of Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Parent, Merger Sub, or any Parent Subsidiary Sub or by which any property of its properties is bound or asset of Parent, Merger Sub, or any Parent Subsidiary is boundaffected, or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right rights of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien any Encumbrance on any property of the properties or asset assets of Parent, Merger Sub, or any Parent Subsidiary Sub pursuant to, any note, bond, debt instrumentmortgage, indenture, contract, agreement, ground lease, license, permit permit, franchise or other legally binding instrument or obligation to which Parent, Merger Sub is a party or by which Merger Sub or any Parent Subsidiary of its properties or assets is a partybound or affected, except, as to in the case of clauses (i)(B), (ii) and (iii), respectively, ) above for any such conflicts, violations, breaches, defaults or other alterations or occurrences which, individually or in the aggregate, have not had and that would not reasonably be expected to haveprevent or delay consummation of the Merger in any material respect, a Parent Material Adverse Effector otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity, except (i) the filing with the SEC of for (A) applicable requirements, if any, of the Form S-4 Exchange Act, state takeover laws, exchanges on which Acquiror's securities are traded, the HSR Act and the declaration of effectiveness Communications Act, (B) applicable requirements, if any, of the Form S-4consents, approvals, authorizations or permits described in Schedule 4.4, and (BC) such reports under, filing and other compliance with, the Exchange Act (recordation of appropriate merger documents as required by Delaware Law and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse Effectprevent or delay consummation of the Merger in any material respect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Merger Sub does of this Agreement do not, and the performance by Parent and Merger Sub of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub of the transactions contemplated hereby, including the Offer and the Merger, will not, (i) conflict with or violate any provision of (A) the certificate of incorporation or by-laws of Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, approvals and authorizations and permits described in Section 5.5(b5.3(b) will have been obtained, obtained prior to the Acceptance Time and all filings and notifications described in Section 5.5(b5.3(b) will have been made and any waiting periods thereunder will have terminated or expiredexpired prior to the Acceptance Time, conflict with or violate any Law or Order, applicable to Parent, Parent or Merger Sub, or any Parent Subsidiary Sub or by which any property or asset of Parent, Parent or Merger Sub, Sub is bound or any Parent Subsidiary is bound, affected or (iii) require any consent or approval under, result in any breach of or of, any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, Parent or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub or pursuant to any Parent Subsidiary is a partyContract, except, as with respect to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences whichmatters that, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does of this Agreement do not, and the performance of this Agreement by each of Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby, including the Offer and the Merger, will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity or other Person, except (i) the for any consent, approval, authorization, filing with the SEC of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, or notification required under the Exchange Act (and Act, any applicable Blue Sky Laws, the rules and regulations promulgated thereunder) and of the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this AgreementNASDAQ, (ii) for the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do businessRequired Antitrust Approvals, (iii) such filings for the filing and approvals recordation of the Certificate of Merger as may be required by any applicable state securities or “blue sky” Laws, the DGCL and (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where the failure to obtain such consents, approvals, authorizations approvals or permitsauthorizations, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement and the Abacus Stock Option Agreement by each of Parent and Merger Sub Abacus does not, and the performance by Abacus of this Agreement its obligations hereunder and thereunder and the consummation by Abacus of the Merger and the other transactions contemplated by this Agreement by each of Parent hereby, and Merger Sub thereby will not, (i) violate or conflict with or violate any provision the certificate of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiaryincorporation, or (C) any Starwood Transaction Documentbylaws of Abacus, (ii) assuming that all subject to obtaining or making the notices, reports, filings, waivers, consents, approvals, approvals or authorizations and permits described referred to in Section 5.5(bparagraph (b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expiredbelow, conflict with or violate any Law law, regulation, court order, judgment or decree applicable to Parent, Merger Sub, Abacus or any Parent Subsidiary of its Subsidiaries or by which any of their respective property is bound or asset of Parentaffected, Merger Sub, or any Parent Subsidiary is bound, or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right rights of termination, accelerationcancellation, cancellation vesting, modification, alteration or payment (including disposition or similar fees) (with or without notice or the lapse acceleration of time or both) ofany obligation under, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien lien, claim or encumbrance on any property of the properties or asset assets of Parent, Merger Sub, Abacus or any Parent Subsidiary of its Subsidiaries pursuant to, result in the loss of any material benefit under (including an increase in the price paid by, or cost to, Abacus or any of its Subsidiaries), require the consent of any other party to, or result in any obligation of the part of Abacus or any of its Subsidiaries to repurchase (with respect to a bond or a note), any agreement, contract, instrument, bond, debt instrumentnote, indenture, contractpermit, agreement, ground lease, license, permit license or other legally binding obligation franchise to which Parent, Merger Sub Abacus or any Parent Subsidiary of its Subsidiaries is a partyparty or by which Abacus, any of its Subsidiaries or any of their respective property is bound or affected, except, as to in the case of clauses (i)(B), (ii) and (iii)) above, respectively, for any such conflicts, violations, breaches, defaults or other occurrences whichas would not, individually or in the aggregate, have not had and would not reasonably be expected to have, a Parent have an Abacus Material Adverse Effect. (b) The execution and delivery Except for applicable requirements, if any, under the premerger notification requirements of this Agreement the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the filing of a certificate of merger with respect to the Merger as required by each the DGCL, filings with the SEC under the Securities Act of Parent and Merger Sub does not1933, as amended (the "Securities Act"), and the performance Exchange Act, any filings required pursuant to any state securities or "blue sky" laws, any filings required pursuant to any state liquor, gaming or pharmacy laws, any applicable Environmental Laws (as defined herein) governing the transfer of this Agreement by each any interest in real property or of Parent business operations (including without limitation transfer acts, notifications, and Merger Sub will notdeed restrictions), require any consent, approval, authorization and the transfer or permit ofapplication requirements with respect to the environmental permits of Abacus or its Subsidiaries, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and pursuant to the rules and regulations promulgated thereunderof any stock exchange on which the Abacus Shares are listed, neither Abacus nor any of its Subsidiaries is required to submit any notice, report or other filing with any Governmental Entity (defined below) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by execution, delivery, performance or consummation of this Agreement, (ii) the filing of Stock Option Agreements or the Articles of Merger with and the acceptance except for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCAsuch notices, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do businessreports or filings that, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Lawsif not made, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notificationswould not, individually or in the aggregate, has reasonably be expected to have an Abacus Material Adverse Effect. Except as set forth in the immediately preceding sentence, no waiver, consent, approval or authorization of any governmental or regulatory authority, court, agency, commission or other governmental entity or any securities exchange or other self-regulatory body, domestic or foreign ("Governmental Entity"), is required to be obtained by Abacus or any of its Subsidiaries in connection with its execution, delivery, performance or consummation of this Agreement, the Stock Option Agreement or the transactions contemplated hereby except for such waivers, consents, approvals or authorizations that, if not had and obtained or made, would not not, individually or in the aggregate, reasonably be expected to have, a Parent an Abacus Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement and the CVR Agreement (as applicable) by each of Parent and Parent, First Merger Sub does and Second Merger Sub do not, and the performance of this Agreement and the CVR Agreement (as applicable) by each of Parent, First Merger Sub and Second Merger Sub, and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub Transactions, will not, (i) conflict with or violate any provision the certificate of (A) the Parent Charter incorporation, certificate of formation, bylaws, operating agreement or the Parent Bylaws other equivalent organizational documents of either Parent, First Merger Sub or Second Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits other actions described in Section 5.5(b5.05(b) have been obtained, obtained or taken and all filings and notifications obligations described in Section 5.5(b5.05(b) have been made and any waiting periods thereunder have terminated or expiredsatisfied, conflict with or violate any Law applicable to Parent, First Merger Sub, Sub or any Parent Subsidiary Second Merger Sub or by which any property or asset of Parent, Merger Sub, or any Parent Subsidiary either of them is bound, or (iii) violate, conflict with, require any consent or approval under, result in any breach of or any of, result in loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of an Encumbrance (other than a Lien Permitted Encumbrance) on any property or asset of Parent, First Merger Sub, Sub or any Parent Subsidiary Second Merger Sub pursuant to, any loan or credit agreement, note, bond, debt instrumentdebenture, mortgage, indenture, deed of trust, contract, agreement, ground lease, license, permit Parent Permit or other legally binding instrument or obligation to which Parent, First Merger Sub or Second Merger Sub is a party or by which Parent, First Merger Sub or Second Merger Sub or any Parent Subsidiary of their respective assets or properties is a partybound, except, as with respect to clauses (i)(B), (ii) and (iii) of this Section 5.05(a), respectively, for any such conflicts, violations, breaches, defaults or other occurrences whichwhich would not, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement and the CVR Agreement (as applicable) by each of Parent and Parent, First Merger Sub does and Second Merger Sub do not, and the performance of this Agreement by each of Parent and Parent, First Merger Sub and Second Merger Sub, and the consummation of the Transactions, will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC for applicable requirements, if any, of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required including in connection with this Agreement the Registration Statement), the Exchange Act, the Trust Indenture Act, Blue Sky Laws and state takeover Laws, any filings required to be made with the transactions contemplated by this AgreementNASDAQ, (ii) the HSR Act, the requirements of any other applicable Antitrust Laws and the filing of the Articles Certificates of Merger with the Secretary of State of the State of Delaware as required by the DGCL and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCADLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do businessas applicable, or (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (vii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse Effectprevent or materially delay consummation of any of the Transactions.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance by Merger Sub of its obligations under this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will not, (i) conflict with or violate any provision the certificate of (A) the Parent Charter incorporation or the Parent Bylaws or bylaws of Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described subject to compliance with the requirements set forth in Section 5.5(b4.4(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expiredbelow, conflict with or violate any Law law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Parent, Merger Sub, or any Parent Subsidiary Sub or by which any property of its properties is bound or asset of Parent, Merger Sub, or any Parent Subsidiary is boundaffected, or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right rights of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien any Encumbrance on any property of the properties or asset assets of Parent, Merger Sub, or any Parent Subsidiary Sub pursuant to, any note, bond, debt instrumentmortgage, indenture, contract, agreement, ground lease, license, permit permit, franchise or other legally binding instrument or obligation to which Parent, Merger Sub is a party or by which Merger Sub or any Parent Subsidiary of its properties or assets is a partybound or affected, except, as to in the case of clauses (i)(B), (ii) and (iii), respectively) above, for any such conflicts, violations, breaches, defaults or other alterations or occurrences which, individually or in the aggregate, have not had and that would not reasonably be expected to haveprevent or delay consummation of the Merger in any material respect, a Parent Material Adverse Effector otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity, except (i) the filing with the SEC of for (A) applicable requirements, if any, of the Form S-4 Exchange Act, state takeover laws, the NASD, the HSR Act, the Communications Act and the declaration of effectiveness FCC, (B) applicable requirements, if any, of the Form S-4consents, approvals, authorizations or permits described in Schedule 4.4, and (BC) such reports under, filing and other compliance with, the Exchange Act (recordation of appropriate merger documents as required by Delaware Law and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse Effectprevent or delay consummation of the Merger in any material respect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) None of the Parent Disclosure Letterexecution, the execution and delivery or performance of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement and Subs or the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub Subs of the transactions contemplated hereby will not(with or without notice or lapse of time, or both) directly or indirectly (i) conflict with or violate any provision of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction DocumentOrganizational Documents, (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and permits described notices referred to in Section 5.5(b5.4(b) have been obtainedobtained or made, all filings and notifications described in Section 5.5(b) have been made and any applicable waiting periods thereunder referred to therein have terminated or expiredexpired and any condition precedent to any such Consent has been satisfied, conflict with or violate any Law applicable to Parent, Merger Sub, Parent or any Parent Subsidiary of its Subsidiaries (including Merger Subs) or by which any property or asset of Parent, Merger Sub, Parent or any Parent Subsidiary of its Subsidiaries is bound, bound or affected or (iii) require any consent or approval under, violate, conflict with, result in any breach of or constitute a default under, or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in termination or give to others any right of termination, accelerationvesting, amendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on (other than Permitted Liens) upon any property of the respective properties or asset assets of Parent, Merger Sub, Parent or any Parent Subsidiary of its Subsidiaries pursuant to, to any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation material Contract to which Parent, Merger Sub Parent or any Parent Subsidiary of its Subsidiaries is a party, exceptother than, as to in the case of clauses (i)(B), (ii) and (iii), respectively, for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, termination, acceleration or other occurrences whichcancellation that would not have or reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have, a Parent Material Adverse Effect. (b) The execution No Consent of, or registration, declaration or filing with, or notice to, any Governmental Authority (with or without notice or lapse of time, or both) is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each or the consummation of Parent Merger and Merger Sub will notthe other transactions contemplated hereby, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) the filing with the SEC of (A) the Form S-4 Proxy Statement and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles Certificates of Merger with the Secretary in accordance with the DGCL and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do businessDLLCA, (iii) such filings and approvals as may be required by compliance with applicable requirements under any applicable foreign, federal or state securities or “blue sky” Blue Sky Laws, including pursuant to the applicable requirements of the Securities Act and the Exchange Act, (iv) such filings as may be required in connection with state and local transfer any Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notificationsas may be required under the rules and regulations of the NASDAQ Global Select Market (“NASDAQ”), individually or (vi) such other items required solely by reason of the participation of the Company in the aggregatetransactions contemplated hereby, has not had (vii) compliance with and filings or notifications under the HSR Act or other Antitrust Laws and Foreign Investment Laws and (viii) such other Consents, registrations, declarations, filings or notices the failure of which to be obtained or made would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) 4.3 of the Parent Disclosure LetterSchedule, neither the execution execution, delivery and delivery of this Agreement performance by each of Parent GEC and Merger Sub does not, and the performance Seller of this Agreement and the Ancillary Agreements to which they are a party, nor the consummation by GEC and Seller of the Merger and the other transactions contemplated by this Agreement by each of Parent hereby and Merger Sub thereby, will not, (i) violate, conflict with or violate result in the breach of any term or provision of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles certificate of organization or incorporation, bylaws, limited liability company agreementagreement (or similar organizing documents) of GEC, (B) Seller, the Companies or any equivalent organizational or governing documents Subsidiary of any other Parent Subsidiarythe Companies, or (C) any Starwood Transaction Documenteach as in effect on the date hereof and as may be further amended prior to the Closing, (ii) assuming that all consentsthe waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, approvalsas amended, authorizations and permits described in Section 5.5(b) have the rules and regulations promulgated thereunder (the “HSR Act”), has expired or been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expiredterminated, conflict with or violate any Law applicable to ParentGEC, Merger SubSeller, the Companies or any Parent Subsidiary or by which any property or asset of Parent, Merger Sub, the Companies or any Parent Subsidiary is boundof their respective assets, properties or businesses or (iii) require any consent conflict with or approval underviolate, result in any the breach of any term or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary underprovision of, or constitute a default (or an event which with the giving of notice or lapse of time time, or both both, would become a default) under, or give to others any right rights of termination, amendment, acceleration, consent, suspension, revocation or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien any mortgage, pledge, hypothecation, claim, security interest, encumbrance, interest, option, lien or other restriction (collectively, “Encumbrances”) on any property of the Shares or asset on any of Parent, Merger Sub, the assets or properties of the Companies or any Parent Subsidiary of any of the Companies or pursuant to, to any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub or any Parent Subsidiary is a party, Material Contract (as defined in Section 4.7); except, as to in the case of clauses (i)(B), (ii) and (iii), respectively) only, for any such violations, conflicts, violations, breaches, defaults defaults, rights of termination, amendment, acceleration, consent, suspension, revocation or other occurrences whichcancellation or creation of any Encumbrance that (A) would not, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Seller Material Adverse EffectEffect or (B) would become applicable solely as a result of the business or activities in which Purchaser engages in or the status of any facts pertaining to Purchaser. (b) The execution and delivery Except as set forth in Section 4.3 of this Agreement by each of Parent and Merger Sub does notthe Disclosure Schedule, and the performance of this Agreement by each of Parent and Merger Sub will notneither GEC nor Seller is required to file, require seek or obtain any consentnotice, authorization, approval, authorization order, permit or permit of, consent of or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required Authority in connection with the execution, delivery and performance by GEC and Seller of this Agreement and the Ancillary Agreements to which they are a party or the consummation of the transactions contemplated by this Agreementhereby or thereby, except for (i) any filings required to be made under the HSR Act, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable federal or state securities or “blue sky” Lawslaws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (viii) where failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitsaction, or to make such filings filing or notificationsnotification, would not, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Seller Material Adverse EffectEffect or (iv) as may be necessary as a result of any facts or circumstances relating to Purchaser or any of its Affiliates.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub Other Transactions will not, (i) conflict with with, violate or violate any provision result in a breach of (A) the Certificate of Incorporation or Bylaws of Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization Sub (or limited liability company agreement, (B) any equivalent similar organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document), (ii) assuming that the Parent Stockholder Approval has been obtained and that all consents, approvals, authorizations filings and permits other actions described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b4.4(b) have been made and any waiting periods thereunder have terminated or expiredtaken, conflict with or violate any Law applicable to Parent, Merger Sub, or any Parent Subsidiary Subsidiary, or by which any property or asset of Parent, Merger Sub, or any Parent Subsidiary Subsidiary, is boundbound or affected, or (iii) require any consent or approval under, result in any breach or violation of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, require consent or result in a loss of a benefit under, give rise to an obligation under, give to others any right of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, or any Parent Subsidiary Subsidiary, pursuant to, to any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation Contract to which Parent, Merger Sub Sub, or any Parent Subsidiary is a party, or by which Parent, Merger Sub, or any Parent Subsidiary, or any property or asset of Parent, Merger Sub, or any Parent Subsidiary, is bound or affected, except, as with respect to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, which have not had had, and would not reasonably be expected to have, a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance of this Agreement by each of Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the Other Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for (i) applicable requirements of the Exchange Act, (ii) the pre-merger notification requirements of the HSR Act, and the competition or merger control Laws of any other applicable jurisdiction, (iii) the notification requirements of the ICA, (iv) the filing with the SEC of the Registration Statement and Joint Proxy Statement, (Av) the Form S-4 and the declaration of effectiveness of the Form S-4any filings required by, and (B) such reports any approvals required under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunderof the NYSE or the Nasdaq National Market, (vi) the filing and recordation of appropriate merger documents as required by the Securities Act MBCL, (and the rules and regulations promulgated thereundervii) as may be any novations, consents or approvals required in connection with this Agreement and the transactions contemplated by this AgreementGovernment Contracts or similar novations, consents or approvals under any other Contracts with any other Governmental Authorities, (iiviii) any filings required under the filing of the Articles of Merger with and the acceptance DOD Industrial Security Manual for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer TaxesSafeguarding Classified Information, and (vix) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings filing or notifications, individually or in the aggregate, has not had and notifications would not reasonably be expected to have(a) prevent or materially delay the consummation of the Merger, a Parent Material Adverse Effector (b) otherwise prevent or materially delay performance by the Company of any of its material obligations under the Agreement.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure LetterThe execution, the execution delivery and delivery performance of this Agreement by each of Parent and Merger Sub does do not, and the performance of this Agreement consummation by Parent and the consummation Merger Sub of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub Transactions will not, constitute or result in (i) conflict with a breach or violate any provision violation of, or a default under, the memorandum and articles of (A) the association, or similar governing documents, of Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) a breach or violation of, assuming that all consents, approvals, authorizations and permits other actions described in Section 5.5(b5.05(b) have been obtained, obtained or taken and all filings and notifications obligations described in Section 5.5(b5.05(b) have been made and any waiting periods thereunder have terminated or expiredsatisfied, conflict with or violate any Law applicable to Parent, Parent or Merger Sub, or any Parent Subsidiary Sub or by which any property or asset of ParentParent or Merger Sub is bound or affected, Merger Sub, or any Parent Subsidiary is bound, or (iii) require a default under any consent of the terms, conditions or approval under, result in any breach of or any loss provisions of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation Contract to which Parent, Parent or Merger Sub or any Parent Subsidiary is a party, or an acceleration of Parent’s or Merger Sub’s obligations under any such Contract, or (iv) the creation of any Encumbrance on any properties or assets of Parent or Merger Sub, except, as to clauses (i)(B), (ii) and in the case of clause (iii) or clause (iv), respectively, for any such conflictsdefault, violations, breaches, defaults acceleration or other occurrences whichcreation as would not, individually or in the aggregate, have not had and would not reasonably be expected to have, a prevent or materially impair the ability of Parent Material Adverse Effector Merger Sub to consummate the Merger and the other Transactions. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except Other than (i) the filing with the SEC filings and/or notices pursuant to Section 13 of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunderthereunder (including the joining of Parent and Merger Sub (and certain of their Affiliates) in the filing of the Schedule 13E-3, the filing or furnishing of one or more amendments to the Schedule 13E-3 to respond to comments of the SEC, if any, on the Schedule 13E-3, and the Securities Act filing of a Schedule 13D with the SEC); (and ii) compliance with the rules and regulations promulgated thereunder) as may be required in connection with this Agreement of NASDAQ, and the transactions contemplated by this Agreement, (iiiii) the filing of the Articles Cayman Plan of Merger with and the acceptance for record Registrar of Companies of the Articles of Merger by the SDAT Cayman Islands pursuant to the MGCL and the MLLCACayman Companies Law, and the filing of appropriate documents with the relevant authorities of the no notices, reports or other jurisdictions in which the filings are required to be made by Parent and or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent Subsidiaries are qualified to do businessor Merger Sub from, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required Governmental Authority in connection with state the execution, delivery and local transfer Taxesperformance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other Transactions, and (v) where except those that the failure to make or obtain such consents, approvals, authorizations or permits, or to make such filings or notificationsare not, individually or in the aggregate, has not had reasonably likely to prevent or materially impair the ability of Parent or Merger Sub to consummate the Merger and would not reasonably be expected to have, a Parent Material Adverse Effectthe other Transactions.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Merger Sub does the REIT II Parties do not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub its obligations hereunder will not, (i) conflict with or violate any provision of (A) the Parent Charter or the Parent Bylaws REIT II Governing Documents or Merger Sub’s articles of organization Sub Governing Documents or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent REIT II Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b5.3(b) have been obtained, all filings and notifications described in Section 5.5(b5.3(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, REIT II or any Parent REIT II Subsidiary or by which any property or asset of Parent, Merger Sub, REIT II or any Parent REIT II Subsidiary is bound, or (iii) except as set forth in Section 5.3(a)(iii) of the REIT II Disclosure Letter require any consent or approval (except as contemplated by Section 5.3(b)) under, result in any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of Parent, REIT II or any Parent REIT II Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of termination, acceleration, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, REIT II or any Parent REIT II Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit Contract or other legally binding obligation Permit to which Parent, Merger Sub REIT II or any Parent REIT II Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii), respectively) above, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent REIT II Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does the REIT II Parties do not, and the performance of this Agreement by each of Parent and Merger Sub the REIT II Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityAuthority by such REIT II Parties, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with with, and the acceptance for record of the Articles of Merger by by, the SDAT pursuant to the MGCL and the MLLCA, and (iii) the filing of appropriate documents with the relevant authorities Partnership Certificate of Merger with, and the acceptance for record of the other jurisdictions in which Partnership Certificate of Merger by, the Parent and Parent Subsidiaries are qualified DE SOS pursuant to do businessthe DRULPA, (iiiiv) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (ivv) such filings as may be required the consents, authorizations, orders or approvals of each Governmental Authority or Agency listed in connection with state and local transfer Taxes, Section 8.1(a) of the REIT II Disclosure Letter and (vvi) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notificationsnotifications which, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent REIT II Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure LetterThe execution, the execution delivery and delivery performance of this Agreement by each of Parent and Merger Sub does notTRMT, and the performance of this Agreement and the consummation by TRMT of the Merger and the other transactions contemplated by this Agreement by each of Parent Transactions to which it is a party, do not and Merger Sub will not, not (i) assuming receipt of the TRMT Shareholder Approval, conflict with or violate any provision of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction DocumentTRMT Governing Documents, (ii) assuming receipt of the TRMT Shareholder Approval, conflict with or violate any provision of any TRMT Subsidiary Governing Documents, (iii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b4.4(b) have been obtained, all filings and notifications described in Section 5.5(b4.4(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, TRMT or any Parent TRMT Subsidiary or by which any property or asset of Parent, Merger Sub, TRMT or any Parent TRMT Subsidiary is bound, or (iiiiv) except as set forth in Section 4.4(a)(iv) of the TRMT Disclosure Letter, require any notice, consent or approval under, result in any breach of any obligation or any loss of any benefit or material increase in any cost or obligation obligations of Parent, TRMT or any Parent TRMT Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of termination, acceleration, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, TRMT or any Parent TRMT Subsidiary pursuant to, to any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub TRMT or any Parent TRMT Subsidiary is a party, party except, as to clauses (i)(Bii), (iiiii) and (iii), respectivelyiv) above, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had had, and would not reasonably be expected to have, a Parent TRMT Material Adverse Effect. (b) The execution execution, delivery and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each TRMT, and the consummation by TRMT of Parent the Merger and Merger Sub the other Transactions to which it is a party, do not and will not, require any consent, approval, waiting period expiration or termination, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Joint Proxy Statement and, with respect to RMRM, the Form S-4 S-4, and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement Agreement, the Merger and the transactions contemplated by this Agreementother Transactions, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such any filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iii) any filings required under the rules and regulations of Nasdaq, (iv) the filing of the Articles of Merger with, and the acceptance of the Articles of Merger for record by, the Maryland SDAT, (v) such filings as may be required in connection with state and local transfer Transfer Taxes, and (vvi) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had had, and would not reasonably be expected to have, a Parent TRMT Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) None of the Parent Disclosure Letterexecution, the execution and delivery or performance of this Agreement by each of Parent or Merger Sub, the consummation by Parent and Merger Sub does notof the Merger or any other Transaction, and or Parent’s or Merger Sub’s compliance with any of the performance provisions of this Agreement and the consummation will (with or without notice or lapse of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will nottime, or both): (a) (i) conflict with or violate any provision the certificate of (A) the incorporation or bylaws of Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, ; (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Parent or Merger Sub, Sub or any other Subsidiary of Parent Subsidiary (each a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or by which any property of their respective properties is bound or asset of Parent, Merger Sub, or any Parent Subsidiary is bound, affected; or (iii) require any consent or approval under, result in any violation, breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which that with notice or lapse of time or both would become a default) or impair Parent or Merger Sub’s or any Parent Subsidiaries’ rights or alter their respective obligations or alter the rights or obligations of any third party under, or give to others any right third party any rights of termination, accelerationamendment, cancellation payment, acceleration or payment (including disposition cancellation, pursuant to any Contract or similar fees) (with permit of Parent, Merger Sub or without notice or any of the lapse of time or both) ofParent Subsidiaries, or give rise to any right of purchase, first offer or forced sale under or (iv) result in the creation of a Lien on any property of the properties or asset assets (including intangible assets) of Parent, Merger Sub, or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub or any Parent Subsidiary is a partySubsidiary, except, as to clauses (i)(B), (ii) and (iii), respectivelyin each case, for any such conflicts, violations, breaches, defaults or other occurrences whichthat, individually or in the aggregate, have not had and would not reasonably be expected to have, a Parent Material Adverse Effect.; or (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization Order, license, authorization, declaration or permit of, or filing or registration with or notification to, any Governmental AuthorityEntity, except (i) the filing with the SEC applicable requirements, if any, of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and Exchange Act, including the transactions contemplated filing of the Proxy Statement relating to the adoption by the stockholders of the Company of this Agreement, (ii) the filing and recordation of the Articles Certificate of Merger with and the acceptance for record of the Articles of Merger or other documents as required by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do businessDGCL, (iii) such filings and approvals as may be required by compliance with any applicable state securities or “blue sky” requirements of the HSR Act and the applicable requirements of the non-U.S. Antitrust Laws, (iv) such filings as may be required in connection with state under the rules and local transfer Taxesregulations of the New York Stock Exchange, and the NYSE Euronext or the Frankfurt Stock Exchange, (v) where failure to obtain the Exon-Xxxxxx Filing and clearance by CFIUS, (vi) such consents, approvals, authorizations or Orders, licenses, authorizations, registrations, declarations, permits, filings and notifications as may be required under state or to make foreign securities or Takeover Laws and (vii) such other consents, approvals, Orders, registrations, licenses, authorizations, declarations, permits, filings or notificationsnotifications which, individually if not obtained or in the aggregatemade, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure LetterThe execution, the execution delivery and delivery of this Agreement performance by each of Parent and Merger Sub does not, and the performance of this Agreement and each of the Ancillary Agreements to which Parent or Merger Sub is or will be a party, and the consummation of the Merger Transactions, do not and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will not, : (i) conflict with or violate the articles of incorporation or bylaws (or equivalent organizational documents) of Parent or any provision of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, Subsidiaries; (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, Parent or any of the Parent Subsidiary Subsidiaries or by which any property or asset of Parent, Merger Sub, Parent or any of the Parent Subsidiary Subsidiaries is bound, or ; or (iii) require any consent or approval underexcept as set forth on Schedule 4.3(a)(iii) of the Parent Disclosure Schedule, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parentof, or any Parent Subsidiary under, or constitute a default (or an event which that, with notice or lapse of time or both both, would become a default) under, or require any consent of any Person pursuant to, give to others any right of termination, accelerationamendment, modification, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any right increased, guaranteed, accelerated or additional rights or entitlements of purchaseany Person or otherwise adversely affect any rights of Parent or any of the Parent Subsidiaries under, first offer or forced sale under or result in the creation of a Lien any Encumbrance on any property property, asset or asset right of Parent, Merger Sub, Parent or any of the Parent Subsidiary Subsidiaries pursuant to, any note, bond, debt instrumentmortgage, indenture, contract, agreement, ground lease, license, permit permit, franchise, instrument, obligation or other legally binding obligation Contract to which Parent, Merger Sub Parent or any of the Parent Subsidiary Subsidiaries is a partyparty or by which any of their respective properties, assets or rights are bound; except, as to in the case of clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences whichthat, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse EffectEffect on Parent. (b) The execution Neither Parent nor any of the Parent Subsidiaries is required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and delivery performance by Parent or Merger Sub of this Agreement by and each of the Ancillary Agreements to which Parent and Merger Sub does not, and is or will be a party or the performance of this Agreement consummation by each of Parent and or Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authorityof the Transactions, except (i) for filing the filing with the SEC Certificate of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunderMerger pursuant to Section 3.2(b) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreementsuch filings, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCAnotices, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do businessauthorizations, (iii) such filings and approvals approvals, orders permits or consents as may be required by any applicable federal or state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations Laws or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse Effectnational securities exchange regulations.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Parent, Merger Sub does I, Merger Sub II and the Partnership do not, and the performance of this Agreement and the consummation of the Merger Mergers and the other transactions contemplated by this Agreement hereby by each of Parent and Parent, Merger Sub I, Merger Sub II and the Partnership will not, (i) conflict with or violate any provision of (A) the Parent Charter organizational or governing documents of Parent, Merger Sub I, Merger Sub II or the Parent Bylaws Partnership or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b5.3(b) have been obtained, all filings and notifications described in Section 5.5(b5.3(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger SubSub I, Merger Sub II, the Partnership or any other Parent Subsidiary or by which any property or asset of Parent, Merger SubSub I, Merger Sub II, the Partnership or any other Parent Subsidiary is bound, or (iii) require any consent or notice or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger SubSub I, Merger Sub II, the Partnership or any other Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub I, Merger Sub II, the Partnership or any other Parent Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Parent, Merger Sub does I, Merger Sub II and the Partnership do not, and the performance of this Agreement by each of Parent and Parent, Merger Sub I, Merger Sub II and the Partnership will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, Proxy Statement and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreementhereby, (ii) as may be required under the rules and regulations of the NYSE, (iii) the filing of the Articles of Merger with the SDAT and the acceptance for record of the Articles of Partnership Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents Certificate with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do businessDSOS, (iiiiv) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (ivv) such filings as may be required in connection with state and local transfer Taxes, and (vvi) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except The execution and delivery of this Agreement by the Parent Parties does not, and, except as set forth described in Section 5.5(a) of the Parent Disclosure Letter, the execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement Agreement, the transactions contemplated hereby and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub Parties’ obligations hereunder will not, (i) conflict with or violate result in a violation of any provision of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent (I) the Parent OP Certificate of Formation or Parent Operating Agreement, (II) the organizational or governing documents of any other Parent Subsidiary, Merger Sub or (CIII) any Starwood Transaction Documentthe organizational documents of Parent OP Merger Sub, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate result in any violation of any Law applicable to Parent, Merger Sub, the Parent Parties or any Parent Subsidiary or by which any property or asset of Parent, Merger Sub, the Parent Parties or any Parent Subsidiary is bound, or (iii) require any consent or approval (except as contemplated by Section 5.5(b)) under, result in any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of Parent, the Parent Parties or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of of, or result in, termination, acceleration, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, the Parent Parties or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub the Parent Parties or any Parent Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii)) above, respectively, for any such conflicts, violations, breaches, defaults or other occurrences whichas, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of the Parent and Merger Sub Parties does not, and the performance of this Agreement by each of the Parent and Merger Sub Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreementhereby, (ii) the filing of the Company Merger Certificates with, and acceptance for record of the Company Merger Certificates by, the SDAT pursuant to the MRL and the DSOS pursuant to the DLLCA, as applicable, (iii) the filing of Articles of Merger Supplementary with respect to the New Parent Preferred Stock, and the acceptance for record of the such Articles of Merger by Supplementary by, the SDAT pursuant to the MGCL and the MLLCAMGCL, and (iv) the filing of appropriate documents with the relevant authorities Partnership Merger Certificate with, and acceptance for record of the other jurisdictions in which Partnership Merger Certificate by, the Parent DSOS pursuant to the DRULPA and Parent Subsidiaries are qualified to do businessthe DLLCA, (iiiv) such filings and approvals as may be required by any applicable state securities or “blue sky” LawsLaws in connection with the issuance of shares of Parent Common Stock, New Parent Preferred Stock and Parent OP Interests pursuant to this Agreement, (ivvi) such filings as may be required in connection with state and local transfer Transfer Taxes, (vii) any filings or approvals required under the rules and regulations of the NYSE, including the approval of listing the shares of Parent Common Stock and New Parent Preferred Stock (or depositary shares in respect thereof) to be issued as Merger Consideration on the NYSE, and (vviii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Parent, Merger Sub and the Parent Operating Partnership does not, and the performance of this Agreement and the consummation of the Merger Mergers and the other transactions contemplated by this Agreement hereby by each of Parent and Parent, Merger Sub and the Parent Operating Partnership will not, (i) assuming receipt of the Parent Stockholder Approval, conflict with or violate any provision of (A) the Parent Charter or the Parent Bylaws or Bylaws, Merger Sub’s articles certificate of organization formation or limited liability company agreement, the certificate of limited partnership of the Parent Operating Partnership or the Parent Partnership Agreement or (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, the Parent Operating Partnership or any other Parent Subsidiary or by which any property or asset of Parent, Merger Sub, the Parent Operating Partnership or any other Parent Subsidiary is bound, or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, the Parent Operating Partnership or any other Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, the Parent Operating Partnership or any other Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub Sub, the Parent Operating Partnership or any other Parent Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Parent, Merger Sub and the Parent Operating Partnership does not, and the performance of this Agreement by each of Parent and Parent, Merger Sub and the Parent Operating Partnership will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Joint Proxy Statement and the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreementhereby, (ii) as may be required under the rules and regulations of the NASDAQ, (iii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and MGCL, (iv) the MLLCA, and the due filing of appropriate documents the Certificate of Merger with the relevant authorities Delaware Secretary, (v) the due filing of the other jurisdictions in which Partnership Certificate of Merger with the Parent and Parent Subsidiaries are qualified to do businessDelaware Secretary, (iiivi) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (ivvii) such filings as may be required in connection with state and local transfer Taxes, and (vviii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Merger Acquisition Sub does not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Acquisition Sub will not, (i) conflict with or violate any provision the certificate of incorporation or by-laws (or equivalent organizational documents) of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction DocumentAcquisition Sub, (ii) assuming that all the consents, approvals, approvals and authorizations and permits described specified in Section 5.5(b5.4(b) have been obtainedreceived and the waiting periods referred to therein have expired, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated condition precedent to such consent, approval, authorization, or expiredwaiver has been satisfied, conflict with or violate any Law applicable to Parent, Merger Sub, Parent or any Parent Subsidiary Acquisition Sub or by which any property or asset of Parent, Merger Sub, Parent or any Parent Subsidiary Acquisition Sub is bound, bound or affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, Parent or any Parent Subsidiary Acquisition Sub pursuant to, any note, bond, debt instrumentmortgage, indentureindenture or credit agreement, or any other contract, agreement, ground lease, license, permit permit, franchise or other legally binding instrument or obligation to which Parent, Merger Parent or Acquisition Sub is a party or by which Parent or Acquisition Sub or any property or asset of Parent Subsidiary or Acquisition Sub is a partybound or affected, exceptother than, as to in the case of clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences whichof the type referred to above which would not have, individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Acquisition Sub does do not, and the performance consummation by Parent and Acquisition Sub of the transactions contemplated by this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization authorization, waiver or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness for applicable requirements of the Form S-4, and (B) such reports under, and other compliance withExchange Act, the Exchange Act (Securities Act, Blue Sky Laws, the HSR Act, filing and recordation of appropriate merger documents as required by the DGCL and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCANYSE or other stock exchange, if applicable, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) except where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregatewould not have, has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the execution and delivery of this Agreement by each of Parent Parent, OP Merger Sub and Merger Sub does not, and the performance of this Agreement and the consummation of the Merger Mergers and the other transactions contemplated by this Agreement hereby by each of Parent Parent, OP Merger Sub and Merger Sub will not, (i) conflict with or violate any provision of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles certificate of organization formation or limited liability company agreement, agreement or (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, or any Parent Subsidiary or by which any property or asset of Parent, Merger Sub, or any Parent Subsidiary is bound, or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub or any Parent Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent Parent, OP Merger Sub and Merger Sub does not, and the performance of this Agreement by each of Parent Parent, OP Merger Sub and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Proxy Statement and the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreementhereby, (ii) as may be required under the rules and regulations of the NASDAQ or the NYSE, (iii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL MGCL, (iv) the due filing of the Certificate of Merger and the MLLCA, and the filing Partnership Certificate of appropriate documents Merger with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do businessDelaware Secretary, (iiiv) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (ivvi) such filings as may be required in connection with state and local transfer Taxes, (vii) the filings, consents, authorizations and approvals set forth on Section 5.5(b) of the Parent Disclosure Letter (the “Required Regulatory Approvals”) and (vviii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of and the Related Agreements to which Parent and or Merger Sub does is a signatory by Parent or Merger Sub, as the case may be, do not, and the performance of this Agreement and such Related Agreements by Parent or Merger Sub, as the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub case may be, will not, (i) subject to obtaining approval by Parent's stockholders for the Parent Authorized Stock Increase, conflict with or violate any provision of (A) the Organizational Documents of Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) subject to obtaining the Parent Stockholder Approval and approval of the sole stockholder of Merger Sub and assuming that all consents, approvals, authorizations and permits Consents described in Section 5.5(b) have been obtained, obtained and all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, Parent or any Parent Subsidiary Subsidiary, or by which any property or asset Property of Parent, Merger Sub, Parent or any Parent Subsidiary is boundbound or affected, or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien any Encumbrance on any property or asset of Parent, Merger Sub, the Properties of Parent or any Parent Subsidiary pursuant toSubsidiary, or (iv) require any Consent under, or result in any Breach of, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub or any Parent Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, a Parent Material Adverse EffectContract or Parent Permit, in each case except as set forth in Section 5.5 of the Parent Disclosure Schedules. (b) The execution and delivery of this Agreement by each of and the Related Agreements to which Parent and or Merger Sub does is a signatory by Parent or Merger Sub, as the case may be, do not, and the performance of this Agreement and such Related Agreements by each Parent or Merger Sub, as the case may be, and then consummation of Parent and Merger Sub the Transactions will not, require any consent, approval, authorization or permit Consent of, or filing with or notification to, any Governmental AuthorityEntity, except (i) for the filing Specified Consents and such other Consents and filings with or notifications to Governmental Entities the SEC failures of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notificationsobtain, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse EffectEffect on Parent.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement or any other Transaction Document (to which Parent is or will be a party) by each of Parent Parent, Merger Sub I and Merger Sub II does not, and subject to receipt of the filing and recordation of appropriate merger documents or other documents as required by the DGCL, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent Parent, Merger Sub I and Merger Sub II will not, (i) conflict with or violate any provision of (A) the Parent Charter Organizational Documents or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreementSub Organizational Documents, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Documentas applicable, (ii) assuming that all consents, approvals, authorizations authorizations, expiration or termination of waiting periods and permits other actions described in Section 5.5(b5.04 and Section 5.05(b) have been obtained, obtained and all filings and notifications obligations described in Section 5.5(b5.05(b) have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any Law applicable to Parent, Merger Sub, Sub I or any Parent Subsidiary Merger Sub II or by which any of its property or asset of Parent, Merger Sub, assets is bound or any Parent Subsidiary is bound, affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary underof, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right rights of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any a right of purchasepayment of any fee, first offer penalty, benefit or forced sale under other amount under, or result in the creation of a material Lien on any property or asset of Parent, Merger Sub, Sub I or any Parent Subsidiary Merger Sub II pursuant to, any note, bond, debt instrumentmortgage, indenture, contract, agreement, ground lease, license, permit permit, franchise or other legally binding instrument or obligation to which Parent, Merger Sub I or Merger Sub II is a party or by which Parent, Merger Sub I, Merger Sub II or any Parent Subsidiary is a partyof their respective property or assets are bound or affected, except, as with respect to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent Parent, Merger Sub I and Merger Sub II does not, and the performance of this Agreement by each of Parent Parent, Merger Sub I and Merger Sub II will not, require any consent, approval, authorization or permit of, or filing with or notification to, or expiration or termination of any waiting period by, any Governmental AuthorityAuthority with respect to Parent, Merger Sub I and Merger Sub II, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness for applicable requirements, if any, of the Form S-4, and (B) such reports under, and other compliance withExchange Act, the Exchange Securities Act, Blue Sky Laws and state takeover laws, the pre-merger notification requirements of the HSR Act (and filing and recordation of appropriate merger documents as required by the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this AgreementDGCL, (ii) the filing approval of the Articles stockholders of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) The execution and delivery by Parent of the Parent Disclosure Letterthis Agreement does not, the execution and delivery of this Agreement by each of Parent Parent, each other Seller and Merger Sub does each Business Company of each other Transaction Document to which it is, or is specified to be, a party will not, and the performance by Parent, such Seller or such Business Company of this Agreement and each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub Transactions will not, (i) conflict with or violate any provision of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of Parent, any other Parent Subsidiary, Seller or (C) any Starwood Transaction DocumentBusiness Company, (ii) assuming that all consents, approvals, authorizations and permits described in Consents contemplated by Section 5.5(b2.05(b) below have been obtained, and all filings and notifications Filings described in Section 5.5(b) therein have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any judgment, order, decree, writ, injunction or award of a Governmental Entity (“Order”) or any law (including common law), statute, ordinance, rule or regulation, including any Applicable Gaming Law (“Law”) applicable to Parent, Merger Subany other Seller, any Business Company or any Parent Subsidiary or by which any property or asset of Parentthe Business, Merger Sub, or any Parent Subsidiary is bound, or (iii) assuming that all Consents contemplated by Section 2.05(b) below have been obtained, and all Filings described therein have been made, require any consent or approval by any Person under, result in any a breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation (immediately or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchasetermination, first offer amendment, modification, acceleration or forced sale cancellation of, any Material Contract or Consent (including, for the avoidance of doubt, under the Credit Documents), or (iv) result (immediately or with notice or lapse of time or both) in the creation of any pledge, lien, charge, mortgage, license, sublicense, restriction, encroachment, adverse claim, title defect (or similar irregularity), option, restriction on transfer (such as a Lien right of first refusal or other similar right), covenant, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) (other than a Permitted Lien) on any property or asset of Parentthe Business, Merger Sub, or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub or any Parent Subsidiary is a party, except, as to except in the case of clauses (i)(Bii), (iiiii) and (iii), respectively, iv) above for any such conflicts, violations, breaches, defaults or other occurrences whichof the foregoing that would not, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Business Material Adverse Effect. (b) The execution and delivery by Parent of this Agreement does not, the execution and delivery by Parent, each other Seller and each Business Company of Parent and Merger Sub does each other Transaction Document to which it is, or is specified to be, a party will not, and the performance by Parent of this Agreement and by Parent, such Seller or such Business Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation of Parent and Merger Sub the Transactions will not, require any consent, approval, authorization authorization, license or permit (“Consent”) of, or filing with or notification to, or registration or qualification with (collectively, “Filings”), any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental AuthorityEntity”), except for (i) compliance with and filings under applicable requirements of the filing Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any applicable Antitrust Laws of any non-U.S. jurisdiction (collectively, “Foreign Antitrust Laws”), (ii) Consents of or Filings with the SEC of any Gaming Regulatory Authority, (Aiii) the Form S-4 and the declaration Filings required by Section 5.02, (iv) compliance with any applicable requirements of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (Securities Laws and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, Stock Exchange and (v) where such other Consents or Filings (A) required solely by reason of the participation of Buyer (as opposed to any third party) in the Transactions, including any requirements which become applicable to the Business Companies as a result of the specific regulatory status of Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to any business or activities in which Buyer (or any of its Affiliates) is or proposes to be engaged or (B) the failure to obtain such consents, approvals, authorizations or permits, or of which to make such filings or notificationsobtain would not, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Business Material Adverse Effect. (c) Notwithstanding anything herein to the contrary, no Consent is required from any third-party or Governmental Entity to effect and consummate the Internal Reorganization except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or of each of Parent, each other Seller and each Business Company to perform its obligations under any other Transaction Document to which it is, or is specified to be, a party or to consummate the Transactions.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated Transactions by this Agreement by each of Parent and Merger Sub do not, and will not, (i) conflict with or violate any provision the respective Organizational Documents of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations authorizations, waivers and permits described specified in Section 5.5(b6.3(b) have been obtained, all filings and notifications described in Section 5.5(b) therein have been made made, the waiting periods referred to therein have expired and any waiting periods thereunder have terminated condition precedent to such consent, approval, authorization, waiver or expiredpermit has been satisfied, conflict with or violate any Law applicable to Parent, Parent or Merger Sub, or any Parent Subsidiary Sub or by which any property or asset either of Parent, Merger Sub, them or any Parent Subsidiary is bound, of their respective properties are bound or affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary underviolation of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation or payment (including disposition or similar fees) under (with or without notice or the lapse of time time, or both) of), or result in the loss of a material benefit under, or give rise to any right of purchasetermination, first offer amendment, acceleration or forced sale under cancellation of, any material Contracts to which Parent or Merger Sub is a party or by which Parent or Merger Sub or its or any of their respective properties are bound, or result in the creation of a Lien on Lien, other than any property Permitted Lien, upon any of the properties or asset assets of Parent, Parent or Merger Sub, or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub or any Parent Subsidiary is a party, except, as to in the case of clauses (i)(B), (ii) and (iii), respectively, for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, acceleration, loss, right or other occurrences which, individually or in the aggregate, have not had and occurrence which would not reasonably be expected to haveprevent, a Parent Material Adverse Effectmaterially delay or materially impede the consummation of the Transactions. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance consummation of this Agreement the Transactions by each of Parent and Merger Sub do not and will not, require any consent, approval, authorization authorization, waiver or permit of, or filing with or notification to, any Governmental AuthorityEntity, except (i) for the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness applicable requirements, if any, of the Form S-4Exchange Act, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, including the filing by Merger Sub of an informational notice with the Pennsylvania Securities Commission in accordance with the Pennsylvania Takeover Disclosure Law, 70 P.S. §71, et seq., pursuant to 70 P.S. §78(a) accompanied by payment of the required filing fee, (ii) for the applicable requirements of the HSR Act, (iii) for the filing and recordation of appropriate merger documents as required by the PBCL or (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where the failure to obtain such other consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to haveprevent, a Parent Material Adverse Effectmaterially delay or materially impede the consummation of the Transactions.

No Conflict; Required Filings and Consents. (a) Section 4.03(a) of the written disclosure schedule previously delivered by Parent and Merger Sub to the Company (the "PARENT DISCLOSURE SCHEDULE") includes a list of all contracts material to the business of Parent and its subsidiaries taken on a whole ("PARENT MATERIAL CONTRACT"). (b) Except as set forth in Section 5.5(a4.03(b) of the Parent Disclosure LetterSchedule, the execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will shall not, (i) conflict with or violate any provision the Certificate of (A) the Incorporation or By-Laws of Parent Charter or the Parent Bylaws Articles of Incorporation or By-Laws of Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent, Merger Sub, Parent or any Parent Subsidiary of it subsidiaries or by which any property its or asset of Parent, Merger Sub, their respective properties are bound or any Parent Subsidiary is boundaffected, or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or impair Parent's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under Parent Material Contract or result in the creation of a Lien lien or encumbrance on any property of the properties or asset assets of Parent, Merger Sub, Parent or any Parent Subsidiary of it subsidiaries pursuant to, any material note, bond, debt instrumentmortgage, indenture, contract, agreement, ground lease, license, permit permit, franchise or other legally binding instrument or obligation to which Parent, Merger Sub Parent or any Parent Subsidiary of its subsidiaries is a partyparty or by which Parent or any of its subsidiaries or its or any of their respective properties are bound or affected, except, as to clauses (i)(B), (ii) and (iii), respectively, except in any such case for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and that would not reasonably be expected to have, have a Parent Material Adverse Effect. (bc) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, not require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authoritygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the filing with Securities Act, the SEC of (A) Exchange Act, the Form S-4 Blue Sky Laws and the declaration of effectiveness pre-merger notification requirements of the Form S-4HSR Act, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) where the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually would not prevent or in delay consummation of the aggregateMerger, has not had or otherwise prevent Parent or Merger Sub from performing their respective obligations under this Agreement, and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement and the consummation assuming receipt of the Merger Parent Shareholder Approval and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will not, (i) conflict with or violate any provision of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, as applicable, the performance of this Agreement, the transactions contemplated hereby and Parent’s obligations hereunder will not, (i) conflict with or violate result in a violation of any provision of (A) the Parent Declaration of Trust or Parent Bylaws, or (B) any comparable Organizational Documents of any Parent Subsidiary, (ii) conflict with or result in any violation of any Law applicable to Parent, Merger Sub, or any Parent Subsidiary or by which any property or asset of Parent, Merger Sub, or any Parent Subsidiary is bound, or (iii) require any consent or approval (except as contemplated by Section 5.5(b) or as set forth in Section 5.5(a)(iii) of the Parent Disclosure Letter) under, result in any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of Parent, Parent or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of of, or result in, termination, acceleration, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub Parent or any Parent Subsidiary is a party, other than a Permitted Lien, except, as to clauses (i)(B), (ii) and (iii)) above, respectively, for any such conflicts, violations, breaches, defaults or other occurrences as which, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Joint Proxy Statement in preliminary and definitive form and the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreementhereby, (ii) the filing of the Articles of Merger with with, and the acceptance for record of the Articles of Merger by by, the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, in connection with the issuance of Parent Common Shares pursuant to this Agreement and approval of listing the Parent Common Shares including the Merger Consideration on the NYSE, (iv) such filings as may be required in connection with state and local transfer TaxesTransfer Taxes (v) any filings or approvals required under the rules and regulations of the NYSE, and (vvi) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) None of the Parent Disclosure Letter, the execution and delivery of this Agreement by each of Parent and Merger Acquisition Sub, the consummation by Parent or Acquisition Sub does not, and of the performance Transactions or compliance by Parent or Acquisition Sub with any of the provisions of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will not, (i) conflict with or violate any provision the certificate of incorporation or bylaws (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents documents) of any other (x) Parent Subsidiary, or (Cy) any Starwood Transaction DocumentAcquisition Sub, (ii) assuming that all the consents, approvals, approvals and authorizations and permits described specified in Section 5.5(b5.4(b) have been obtainedreceived and the waiting periods referred to therein have expired, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated condition precedent to such consent, approval, authorization, or expiredwaiver has been satisfied, conflict with or violate any Law applicable to Parent, Merger Sub, Parent or any Parent Subsidiary Acquisition Sub or by which any property or asset of Parent, Merger Sub, Parent or any Parent Subsidiary Acquisition Sub is bound, bound or affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien (other than, in the case of the Financing, any Lien required or permitted thereunder) on any property or asset of Parent, Merger Sub, Parent or any Parent Subsidiary Acquisition Sub pursuant to, any note, bond, debt instrumentmortgage, indentureindenture or credit agreement, or any other contract, agreement, ground lease, license, permit permit, franchise or other legally binding instrument or obligation to which Parent, Merger Parent or Acquisition Sub is a party or by which Parent or Acquisition Sub or any property or asset of Parent Subsidiary or Acquisition Sub is a partybound, exceptother than, as to in the case of clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults defaults, rights, terminations, amendments, accelerations, or other occurrences whichcancellations which would not have, individually or in the aggregate, have not had and would not reasonably be expected to have, a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Acquisition Sub, the consummation by Parent and Acquisition Sub does not, and of the performance Transactions or compliance by Parent or Acquisition Sub with any of the provisions of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization authorization, waiver or permit of, or filing with or notification to, any Governmental Authority, except for applicable requirements of (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness of the Form S-4Exchange Act, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreementor Blue Sky Laws, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do businessany applicable Antitrust Laws, (iii) such filings the DGCL, and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxesthe rules of the New York Stock Exchange, and (v) except where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement hereby by each of Parent and Merger Sub will not, (i) assuming receipt of the Parent Stockholder Approval, conflict with or violate any provision of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles certificate of organization formation or limited liability company agreement, agreement or (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, or any Parent Subsidiary or by which any property or asset of Parent, Merger Sub, or any Parent Subsidiary is bound, or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub or any Parent Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Joint Proxy Statement and the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreementhereby, (ii) as may be required under the rules and regulations of the NASDAQ, (iii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and MGCL, (iv) the MLLCA, and the due filing of appropriate documents the Certificate of Merger with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do businessDelaware Secretary, (iiiv) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (ivvi) such filings as may be required in connection with state and local transfer Taxes, (vii) any necessary filing with and approval by FINRA of each Broker’s Continuing Membership Application and (vviii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of and the Related Agreements to which Parent and or Merger Sub does is a signatory by Parent or Merger Sub, as the case may be, do not, and the performance of this Agreement and such Related Agreements by Parent or Merger Sub, as the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub case may be, will not, (i) subject to obtaining approval by Parent's stockholders for the Authorized Stock Increase, conflict with or violate any provision of (A) the Organizational Documents of Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) subject to obtaining the Parent Stockholder Approval and approval of the sole stockholder of Merger Sub and assuming that all consents, approvals, authorizations and permits Consents described in Section 5.5(b) have been obtained, obtained and all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, Parent or any Parent Subsidiary Subsidiary, or by which any property or asset Property of Parent, Merger Sub, Parent or any Parent Subsidiary is boundbound or affected, or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien any Encumbrance on any property or asset of Parent, Merger Sub, the Properties of Parent or any Parent Subsidiary pursuant toSubsidiary, or (iv) require any Consent under, or result in any Breach of, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub or any Parent Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, a Parent Material Adverse EffectContract or Parent Permit, in each case except as set forth in Section 5.5 of the Parent Disclosure Schedules. (b) The execution and delivery of this Agreement by each of and the Related Agreements to which Parent and or Merger Sub does is a signatory by Parent or Merger Sub, as the case may be, do not, and the performance of this Agreement and such Related Agreements by each Parent or Merger Sub, as the case may be, and then consummation of Parent and Merger Sub the Transactions will not, require any consent, approval, authorization or permit Consent of, or filing with or notification to, any Governmental AuthorityEntity, except (i) for the filing Specified Consents and such other Consents and filings with or notifications to Governmental Entities the SEC failures of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notificationsobtain, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse EffectEffect on Parent.

No Conflict; Required Filings and Consents. (a) Except as set forth described in Section 5.5(asubsection (b) of the Parent Disclosure Letterbelow, the execution and delivery of this Agreement by each of Verizon, Parent and Merger Sub does Subsidiary do not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Verizon, Parent and Merger Sub Subsidiary will not, (i) violate or conflict with the Certificate of Incorporation or By-laws of Verizon, Parent or Merger Subsidiary, (ii) conflict with or violate any provision of (A) the law, regulation, court order, judgment or decree applicable to Verizon, Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, or any Parent Subsidiary or by which any of their respective property or asset of Parent, Merger Sub, assets (including investments) is bound or any Parent Subsidiary is boundaffected, or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right rights of termination, acceleration, termination or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien lien or encumbrance on any property of the properties or asset assets (including investments) of Parent, Merger Sub, Verizon or any Parent Subsidiary pursuant to, result in the loss of any notematerial benefit under, bondor result in any modification or alteration of, debt or require the consent of any other party to, any contract, instrument, indenturepermit, contract, agreement, ground lease, license, permit license or other legally binding obligation franchise to which Parent, Merger Sub Verizon or Parent is a party or by which Verizon or Parent or any Parent Subsidiary of their respective property or assets (including investments) is a partybound or affected, except, as to clauses (i)(B), (ii) and except in the case of this clause (iii), respectively, ) for any such conflicts, violations, breaches, defaults defaults, results or other occurrences consents which, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse EffectEffect on the Verizon DSL Business. (b) The execution Except for applicable requirements, if any, of state or foreign public utility commissions or laws or similar local or state foreign regulatory bodies or laws, state or foreign antitrust or foreign investment laws and commissions, the Federal Communications Commission, the Exchange Act, the premerger notification requirements of the HSR Act, filing and recordation of appropriate merger or other documents as required by the DGCL and any filings required pursuant to any state securities or "blue sky" laws or the rules of any applicable stock exchanges or other self-regulatory body, (i) none of Verizon, Parent or Merger Subsidiary is required to submit any notice, report or other filing with any Governmental Entity in connection with the execution, delivery of this Agreement by each of Parent and Merger Sub does not, and the or performance of this Agreement by each of Parent and Merger Sub will not(ii) no waiver, require any consent, approval, approval or authorization or permit of, or filing with or notification to, of any Governmental Authority, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may Entity is required to be required obtained by Verizon or Parent in connection with this Agreement and the transactions contemplated by its execution, delivery or performance of this Agreement, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent, Parent Operating Partnership, REIT Merger Sub and Partnership Merger Sub does not, and the performance of this Agreement and the consummation of the Merger Mergers and the other transactions contemplated by this Agreement hereby by each of Parent, Parent Operating Partnership, REIT Merger Sub and Partnership Merger Sub will not, (i) assuming receipt of the Parent Stockholder Approval, conflict with or violate any provision of (A) the Parent Charter Charter, Parent Bylaws, Parent Partnership Certificate, Parent Partnership Agreement or the Parent Bylaws organizational documents of REIT Merger Sub or Partnership Merger Sub’s articles of organization Sub or limited liability company agreement, (B) any equivalent of the organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any other Parent Subsidiary or by which any property or asset of Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any other Parent Subsidiary is bound, or (iii) to the extent not obtained prior to the date hereof, require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, Parent or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any other Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any other Parent Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent, Parent Operating Partnership, REIT Merger Sub and Partnership Merger Sub does not, and the performance of this Agreement by each of Parent, Parent Operating Partnership, REIT Merger Sub and Partnership Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Joint Proxy Statement, the Form S-4 S-4, and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreementhereby, (ii) as may be required under the rules and regulations of the NASDAQ and the NYSE, (iii) the filing of the REIT Merger Articles of Merger with and the acceptance thereof for record of the Articles of Merger by the Maryland SDAT pursuant to the MGCL and the MLLCAMD LLC Act, and (iv) the filing of appropriate documents with the relevant authorities Partnership Merger Certificate of Merger and the other jurisdictions in which acceptance thereof for record by the Parent Delaware Secretary pursuant to the DRULPA and Parent Subsidiaries are qualified to do businessthe DLLCA, (iiiv) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (ivvi) such filings as may be required in connection with state and local transfer Transfer Taxes, and (vvii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will not, (i) conflict with or violate any provision the constituent documents of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Parent or Merger Sub, Sub or any Parent Subsidiary of their respective Subsidiaries or by which any property or asset of Parent, Parent or Merger Sub, Sub or any Parent Subsidiary of their respective Subsidiaries is boundbound or affected, or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any right rights of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchaserequire payment under, first offer or forced sale under or result in the creation of a Lien lien or other encumbrance on any property or asset of Parent, Parent or Merger SubSub or any of their respective Subsidiaries pursuant to, or trigger any Parent Subsidiary pursuant toright of first refusal under, any note, bond, debt instrumentmortgage, indenture, contract, agreement, ground lease, license, permit permit, franchise or other legally binding instrument or obligation to which Parent, Parent or Merger Sub or any Parent Subsidiary of their respective Subsidiaries is a partyparty or by which Parent or any of its Subsidiaries or any of their respective properties is bound, except, as to in the case of clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, thereof that have not had or resulted in, and would will not reasonably be expected to havehave or result in, a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity, except for (i) applicable requirements of the Exchange Act, Delaware state takeover Laws, and the filing with the SEC and recordation of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) appropriate merger documents as may be required in connection with this Agreement and the transactions contemplated by this AgreementDelaware Law, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant antitrust filings made prior to the MGCL date hereof (correct and complete copies of which have been provided to the MLLCACompany), and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such other consents, approvals, authorizations or authorizations, permits, or to make such filings or notifications, individually which if not obtained or in the aggregate, has made have not had or resulted in, and would will not reasonably be expected to havehave or result in, a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement hereby by each of Parent and Merger Sub will not, (i) assuming receipt of the Parent Stockholder Approval, conflict with or violate any provision of (A) the Parent Charter or the Parent Bylaws or Bylaws, Merger Sub’s articles certificate of organization formation or limited liability company agreement, agreement or (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, Sub or any other Parent Subsidiary or by which any property or asset of Parent, Merger Sub, Sub or any other Parent Subsidiary is bound, or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, Parent or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, Sub or any other Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub or any other Parent Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Joint Proxy Statement and the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreementhereby, (ii) as may be required under the rules and regulations of the NYSE, (iii) the filing of the Articles of Merger with and the acceptance for record by SDAT of the Articles of Merger by the SDAT pursuant to the MGCL and MGCL, (iv) the MLLCA, and the due filing of appropriate documents the Certificate of Merger with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do businessDelaware Secretary, (iiiv) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (ivvi) such filings as may be required in connection with state and local transfer Taxes, and (vvii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Ultimate Parent, Operating Parent and Merger Acquisition Sub does not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Ultimate Parent, Operating Parent and Merger Acquisition Sub will not, (i) conflict with or violate any provision the certificate of incorporation or By-laws (or equivalent organizational documents) of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreementUltimate Parent, (B) any equivalent organizational or governing documents of any other Operating Parent Subsidiary, or (C) any Starwood Transaction DocumentAcquisition Sub, (ii) assuming that all the consents, approvals, approvals and authorizations and permits described specified in Section 5.5(b5.4(b) have been obtainedreceived and the waiting periods referred to therein have expired, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated condition precedent to such consent, approval, authorization, or expiredwaiver has been satisfied, conflict with or violate any Law Legal Requirements applicable to Parent, Merger Sub, Parent or any Parent Subsidiary Acquisition Sub or by which any property or asset of Parent, Merger Sub, Parent or any Parent Subsidiary Acquisition Sub is bound, bound or affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, Parent or any Parent Subsidiary Acquisition Sub pursuant to, any note, bond, debt instrumentmortgage, indentureindenture or credit agreement, or any other contract, agreement, ground lease, license, permit permit, franchise or other legally binding instrument or obligation to which Parent, Merger Parent or Acquisition Sub is a party or by which Parent or Acquisition Sub or any property or asset of Parent Subsidiary or Acquisition Sub is a partybound or affected, exceptother than, as to in the case of clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences whichof the type referred to above which would not have, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Ultimate Parent, Operating Parent and Merger Acquisition Sub does do not, and the performance consummation by Ultimate Parent, Operating Parent and Acquisition Sub of the transactions contemplated by this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization authorization, waiver or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness for applicable requirements of the Form S-4Exchange Act, and (B) such reports underthe Securities Act, Blue Sky Laws, the HSR Act and other compliance withAntitrust Approvals, filing and recordation of appropriate merger documents as required by the Exchange Act (FBCA and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCANASDAQ or other stock exchange, if applicable, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) except where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregatewould not have, has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth Assuming compliance with the matters, and receipt of the approvals, referenced in Section 5.5(a) of the Parent Disclosure Letter4.3(b), the execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance of this Agreement by Parent and Merger Sub and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will not, (i) conflict with or violate any provision Parent’s certificate of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization formation or limited liability company agreement, (B) any or the equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction DocumentMerger Sub, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, Parent or any Parent Subsidiary its Subsidiaries or by which any property or asset of Parent, Merger Sub, Parent or any Parent Subsidiary is bound, of its Subsidiaries or (iii) require any consent or approval under, result in any a breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation (immediately or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchasetermination, first offer amendment, acceleration or forced sale under cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations, or result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance (other than a Lien Permitted Encumbrance) on any property or asset of Parent, Merger Sub, Parent or any Parent Subsidiary its Subsidiaries pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit Contract or other legally binding instrument or obligation to which Parent, Merger Sub Parent or any Parent Subsidiary of its Subsidiaries is a partyparty or by which Parent or any of its Subsidiaries, exceptor any property or asset of Parent or any of its Subsidiaries, as to is bound or affected, except in the case of clauses (i)(B), (ii) and (iii), respectively, ) for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and that would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, or registration or qualification with, any Governmental AuthorityEntity, except (i) for the filing with of a premerger notification and report form by Parent under the SEC of (A) the Form S-4 HSR Act, and the declaration of effectiveness any applicable filings and approvals under any other Antitrust Law and applicable requirements, if any, of the Form S-4, and (B) such reports under, and other compliance withSecurities Act, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this AgreementAct, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable or state securities Law or “blue sky” LawsLaw. As of the date hereof, (iv) such filings as may to the knowledge of Parent and the Company, there is no reason why all material regulatory approvals from any Governmental Entity of competent jurisdiction required for the consummation of the Merger should not be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse Effectobtained.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a3.5(a) of the Parent Vornado Disclosure Letter, none of the execution and execution, delivery of this Agreement by each of Parent and Merger Sub does not, and the or performance of this Agreement and or the Ancillary Documents to which any Vornado Party, Newco or Newco OP is a party, the consummation of the Merger and Transactions or compliance by such Vornado Parties, Newco or Newco OP with any of the other transactions contemplated by provisions of this Agreement by each of Parent and Merger Sub or any Ancillary Document will not, (i) conflict with or violate result in any breach of any provision of (A) the Parent Charter Newco Declaration, the Newco Bylaws, the certificate of limited partnership of Newco OP or the Parent Bylaws Partnership Agreement or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents Governing Documents of any other Parent Subsidiary, Vornado Party or (C) any Starwood Transaction DocumentVornado Included Entity, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b3.5(b) have been obtained, all filings and notifications described in Section 5.5(b3.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with require any filing by the Vornado Parties, Newco or violate any Law applicable to Parent, Merger SubNewco OP with, or the obtaining of any Parent Subsidiary permit, authorization, consent or by which approval of, any property court, arbitral tribunal, administrative agency or asset commission or other governmental or other regulatory authority or agency, whether foreign, federal, state or local (a “Governmental Entity”) (except for (x) compliance with applicable requirements of Parentthe Exchange Act and (y) such filings as may be required in connection with state and local Transfer Taxes), Merger Sub, or any Parent Subsidiary is bound, or (iii) require any consent or approval under, automatically result in any a modification, violation or breach of or any loss of any benefit of, or material increase in any cost or obligation of Parentany Vornado Included Entity, Newco or any Parent Subsidiary Newco OP under, or constitute a default (with or an event which with without notice or lapse of time or both would become both) a default) under, default (or give rise to others any right to others, including, but not limited to, any right of termination, accelerationamendment, cancellation or payment (including disposition or similar feesacceleration) (with or without notice or the lapse of time or both) ofunder, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parentany Vornado Included Entity, Merger Sub, Newco or any Parent Subsidiary Newco OP pursuant to, to any note, bond, mortgage, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parentany Vornado Included Entity, Merger Sub Newco or any Parent Subsidiary Newco OP is a party, (iv) assuming that all consents, approvals, authorizations and permits described in Section 3.5(b) have been obtained, all filings and notifications described in Section 3.5(b) have been made and any waiting periods thereunder have terminated or expired, violate any order, writ, injunction, decree or Law applicable to such Vornado Parties, Newco or Newco OP or any of their respective properties or assets, (v) require any consent or approval of, or notice to, any other Person, under any of the terms, conditions or provisions of (x) any Vornado Ground Lease other than any Vornado Ground Lease set forth in Section 3.5(a)(v)(x) of the Vornado Disclosure Letter (the “Required Vornado Ground Lease Consents”), (y) any Joint Venture Agreement of a Vornado Included Entity other than any Joint Venture Agreement set forth on Section 3.5(a)(v)(y) of the Vornado Disclosure Letter (the “Required Vornado JV Consents”), or (z) any Contract constituting an Indebtedness obligation of a Vornado Included Entity that relates to any of the Vornado Included Assets or pursuant to which any Vornado Included Entity could become an obligor pursuant to the Transactions other than any such Contract set forth on Section 3.5(a)(v)(z) of the Vornado Disclosure Letter (the “Required Vornado Debt Consents”), or (vi) require any consent or approval of, or notice to, any other Person, including, without limitation, from limited partners, members or parties to leases or other agreements or commitments, except, as to clauses (i)(B), (ii), (iii), (iv) and (iiivi), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Vornado Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub or the Ancillary Documents to which any Vornado Party, Newco or Newco OP is a party does not, and the performance of this Agreement by each of Parent and Merger Sub Agreement, any Ancillary Document or the Ancillary Documents to which any Vornado Party, Newco or Newco OP is a party will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity, except for (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this AgreementTransactions, (ii) as may be required under the rules and regulations of the NYSE, (iii) filings, permits, authorizations, consents, waiting period expirations or terminations, and approvals as may be required under the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iv) the filing with SDAT of an amendment and restatement of the Articles Newco Declaration (the “Declaration of Merger with Trust Amendment and Restatement”) and any articles of merger and the acceptance for record by SDAT of the Articles Declaration of Merger by the SDAT pursuant to the MGCL Trust Amendment and the MLLCARestatement and any such articles of merger, and or the filing of appropriate documents any certificate of merger with the relevant authorities Delaware Secretary of State, in each case, as required in connection with any merger contemplated by the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do businessTransactions, (iiiv) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (ivvi) such filings as may be required in connection with state and local transfer TaxesTransfer Taxes and ordinary course information reporting filings required to be made with the IRS, and (vvii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Vornado Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance of this Agreement by Parent and Merger Sub and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will not, (i) conflict with or violate any provision Parent’s Amended and Restated Certificate of (A) the Incorporation or Parent Charter Bylaws, or the Parent Bylaws or equivalent charter documents of Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, Parent or any Parent Subsidiary its Subsidiaries or by which any material property or asset of Parent, Merger Sub, Parent or any Parent Subsidiary of its Subsidiaries is boundbound or affected, or (iii) require any consent or approval under, result in any a breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation (immediately or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchasetermination, first offer amendment, acceleration or forced sale under cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations, or result (immediately or with notice or lapse of time or both) in the creation of a Lien an Encumbrance on any material property or asset of Parent, Merger Sub, Parent or any Parent Subsidiary its Subsidiaries pursuant to, any note, bond, debt instrumentmortgage, indenture, contract, agreement, ground lease, license, permit permit, franchise or other legally binding instrument or obligation to which Parent, Merger Sub Parent or any Parent Subsidiary of its Subsidiaries is a partyparty or by which Parent or any of its Subsidiaries, exceptor any material property or asset of Parent or any of its Subsidiaries, as to is bound or affected, except in the case of clauses (i)(B), (ii) and (iii), respectively, ) above for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and that would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, or registration or qualification with, any Governmental AuthorityEntity, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness for applicable requirements, if any, of the Form S-4, and (B) such reports under, and other compliance withSecurities Act, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this AgreementAct, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable or state securities laws or “blue sky” Laws, (iv) such laws and the HSR Act and any applicable filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse Effectapprovals under any other Antitrust Law.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub its obligations hereunder will not, (i) assuming receipt of the Parent Shareholder Approval, conflict with or violate any provision of (A) the Parent Charter Declaration of Trust or the Parent Bylaws Bylaws, or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, or any Parent Subsidiary or by which any property or asset of Parent, Merger Sub, or any Parent Subsidiary is bound, or (iii) assuming receipt of the Parent Shareholder Approval, require any consent or approval (except as contemplated by Section 5.5(b)) under, result in any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of Parent, Parent or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of termination, acceleration, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub Parent or any Parent Subsidiary is a party, party except, as to clauses (i)(B), (ii) and (iii), respectively) above, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Joint Proxy Statement in preliminary and definitive form and the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreementhereby, (ii) the filing of the Articles of Merger with with, and the acceptance for record of the Articles of Merger by by, the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, in connection with the issuance of Parent Common Shares pursuant to this Agreement and approval of listing the Parent Common Shares including the Merger Consideration on the NYSE, (iv) such filings as may be required in connection with state and local transfer Taxes, Transfer Taxes and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent, Parent LP and Merger Sub does not, and the performance of this Agreement and the consummation of the Merger Mergers and the other transactions contemplated by this Agreement hereby by each of Parent, Parent LP and Merger Sub will not, (i) conflict with or violate any provision of (A) the Parent Charter or the Parent Bylaws or Bylaws, Merger Sub’s articles of organization charter or limited liability company agreement, (B) bylaws or any equivalent organizational or governing documents of Parent LP or any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Parent LP, Merger Sub, Sub or any other Parent Subsidiary or by which any property or asset of Parent, Parent LP, Merger Sub, Sub or any other Parent Subsidiary is bound, or (iii) to the extent not obtained prior to the date hereof, require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, Parent or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Parent LP, Merger Sub, Sub or any other Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Parent LP, Merger Sub or any other Parent Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent, Parent LP and Merger Sub does not, and the performance of this Agreement by each of Parent, Parent LP and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Joint Proxy Statement, the Form S-4 S-4, and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreementhereby, (ii) as may be required under the rules and regulations of the NYSE, (iii) the filing of the Parent Merger Certificate of Merger and the acceptance thereof for record by the Delaware Secretary pursuant to the DGCL, (iv) the filing of the Parent Merger Articles of Merger with and the acceptance thereof for record of the Articles of Merger by the Maryland SDAT pursuant to the MGCL and the MLLCAMGCL, and (v) the filing of appropriate documents with the relevant authorities Partnership Merger Articles of Merger and the acceptance thereof for record by the Maryland SDAT pursuant to the MRULPA, (vi) the filing of the other jurisdictions in which Partnership Merger Certificate of Merger and the Parent and Parent Subsidiaries are qualified to do businessacceptance thereof for record by the Delaware Secretary, (iiivii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (ivviii) such filings as may be required in connection with state and local transfer Taxes, and (vix) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will not, (i) (assuming the shareholder approval set forth in Section 4.4 is obtained) conflict with or violate any provision of (A) the Articles of Incorporation or By- laws of Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization Sub or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits other actions described in Section 5.5(b4.5(b) have been obtained, obtained and all filings and notifications obligations described in Section 5.5(b4.5(b) have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any foreign or domestic Law applicable to Parent, Merger Sub, Sub or any Parent Subsidiary or by which any property or asset of Parent, Merger Sub, Sub or any Parent Subsidiary is bound, bound or affected or (iii) require any consent or approval underexcept as set forth in Section 4.5 of the Parent Disclosure Schedule, result in any breach of or of, any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, under or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation termination or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) amendment of, acceleration or give rise to cancellation of any right of purchaseobligation or benefit under, first offer or forced sale under or result in the creation of a Lien lien or other encumbrance on any property or asset of Parent, Merger Sub, Sub or any Parent Subsidiary pursuant to, any note, bond, debt instrumentmortgage, indenture, contract, agreement, ground lease, license, permit Parent Permit (as defined in Section 4.6), other instrument or other legally binding obligation to which Parent, Merger Sub or any Parent Subsidiary is a partyobligation, except, as with respect to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences whichwhich would neither, individually or in the aggregate, (A) have not had and would not reasonably be expected to have, a Parent Material Adverse EffectEffect nor (B) prevent or materially delay the performance of this Agreement by Parent and Merger Sub. (b) The Except as set forth in Section 4.5 of the Parent Disclosure Schedule, the execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic or foreign Governmental AuthorityEntity, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness for applicable requirements of the Form S-4, and (B) such reports under, and other compliance withExchange Act, the Exchange Act (Securities Act, Blue Sky Laws, the NASDAQ, state takeover laws, premerger notification requirements of the HSR Act, filing and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing recordation of the Articles of Merger with as required by the WBCL and the acceptance for record as otherwise set forth in Section 4.5 of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, Disclosure Schedule and (vii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not (A) prevent or materially delay consummation of the Merger, or (B) individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of the Parent and the Merger Sub does do not, and the consummation by the Parent and the Merger Sub of the transactions contemplated by this Agreement and performance of this Agreement will not, (i) violate any provision of the Organizational Documents of the Parent or the certificate of incorporation or bylaws (or equivalent organizational documents) of any Subsidiary of the Parent, (ii) assuming that the consents, registrations, declarations, filings, and notices referenced in Section 5.4(b) have been obtained or made, conflict with or violate any Applicable Law applicable to the Parent or any of its Subsidiaries or by which any property or asset of the Parent or any of its Subsidiaries is bound or affected, or (iii) violate, conflict with, or result in any breach of any provision of, or loss of any benefit, or constitute a default or modification (with or without notice or lapse of time, or both) under, give rise to any right of termination, acceleration, or cancellation of or require an additional payment to or the consent of any third party pursuant to any of the terms or provisions of, any contract to which the Parent or any of its Subsidiaries is a party or by which any property or asset of the Parent or any of its Subsidiaries is bound or affected, or result in the creation of a lien, other than any Permitted Exceptions, upon any of the property or assets of the Parent or any of its Subsidiaries, other than, in the case of clause (i) with respect to the certificate of incorporation or bylaws (or equivalent organizational documents) of any Subsidiary of the Parent (other than the Merger Sub), clause (ii), and clause (iii), any such conflict, violation, breach, default, modification, termination, right of termination, acceleration, cancellation, or lien that (A) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and (B) would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (b) No consent of, registration, declaration, or filing with or notice to any Governmental Body is required to be obtained or made by the Parent or any of its Subsidiaries in connection with the execution, delivery, and performance of this Agreement or the consummation of the transactions contemplated by each of Parent and Merger Sub will notthis Agreement, other than (i) conflict with or violate any provision applicable requirements of (A) and filings under the Parent Charter Exchange Act or the Parent Bylaws Securities Act (including the filing with the SEC of the Form S-4) or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Documentsimilar Applicable Laws, (ii) assuming that all consentscompliance with, approvalsand filings or notifications required under, authorizations the applicable rules and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made regulations of Nasdaq and any waiting periods thereunder have terminated or expired, conflict with or violate any Law other applicable to Parent, Merger Sub, or any Parent Subsidiary or by which any property or asset of Parent, Merger Sub, or any Parent Subsidiary is bound, or stock exchanges (iii) require any consent such other items required solely by reason of the participation or approval under, result in any breach identity of the Company or any loss of its Subsidiaries (as opposed to any benefit or material increase third party) in any cost or obligation of Parentthe transactions contemplated by this Agreement, and (iv) such other consents, registrations, declarations, filings, or any Parent Subsidiary undernotices the failure of which to be obtained or made (A) has not had, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub or any Parent Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may would not reasonably be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notificationsexpected to, individually or in the aggregate, has not had prevent or materially delay the consummation of any of the Merger and would not reasonably be expected to have, a Parent Material Adverse Effectthe other transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement and the consummation of the Merger Merger, the Charter Amendment and the other transactions contemplated by this Agreement hereby by each of Parent and Merger Sub will not, directly or indirectly (with or without lapse of time or both) (i) assuming receipt of the Charter Amendment Approval, contravene, conflict with or violate any provision of (A) the Parent Charter or the Parent Bylaws or Bylaws, Merger Sub’s articles of organization 's charter or limited liability company agreement, (B) bylaws or any equivalent organizational or governing documents of any other Subsidiary of Parent Subsidiaryor (B) any resolution adopted by the Parent Board, the Parent Shareholders, or (C) any Starwood Transaction Documentthe board of directors or the shareholders of Parent's Subsidiaries, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b5.4(b) have been obtained, all filings and notifications described in Section 5.5(b5.4(b) have been made and any waiting periods thereunder have terminated or expired, contravene, conflict with or violate any Law applicable to Parent, Merger Sub, Sub or any other Subsidiary of Parent Subsidiary or by which any property or asset of Parent, Merger Sub, Sub or any other Subsidiary of Parent Subsidiary is bound, or (iii) require contravene, conflict with, or result in a violation or breach of any consent or approval underprovision of, result in any breach of or any the loss of any benefit or material increase in the imposition of any cost additional payment or obligation of Parent, or any Parent Subsidiary other liability under, or constitute give any Person the right to declare a default (or an event which with notice or lapse of time or both would become a default) exercise any remedy under, to accelerate the maturity or give to others any right of termination, acceleration, cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) performance of, or give rise to cancel, terminate, redeem, or modify any right Contract to which Parent is a party, exercise any change in control or similar put rights with respect to, or to require a greater rate of purchaseinterest on, first offer any debt obligations of Parent or forced sale under or (iv) result in the imposition or creation of a any Lien on upon or with respect to any property of the assets or asset of Parent, Merger Sub, properties owned or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which used by Parent, Merger Sub or any other Subsidiary of Parent Subsidiary is a party, except, as to clauses (i)(Bii), (ii) iii), and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Joint Proxy Statement and the Form S-4 and the declaration of effectiveness of the Form S-4, S-4 and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreementhereby, (ii) the filing of the Articles of Merger with and the acceptance for record by the Registrar of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do businessMIBCA, (iii) such filings the filing of the Charter Amendment with the Registrar and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of the Parent and Merger Sub does Parties do not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub their respective obligations hereunder will not, (i) conflict with or violate any provision of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b4.5(b) have been obtained, all filings and notifications described in Section 5.5(b4.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, Parent or any Parent Subsidiary or by which any property or asset of Parent, Merger Sub, Parent or any Parent Subsidiary is bound, or (iii) except as set forth in Section 4.5(a) of the Parent Disclosure Letter, require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, Parent or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, Parent or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation contract to which Parent, Merger Sub Parent or any a Parent Subsidiary is a partybound, except, as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of the Parent and Merger Sub does Parties do not, and the performance of this Agreement by each of the Parent and Merger Sub Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this AgreementMerger, (ii) as may be required under the filing rules and regulations of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do businessNYSE, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) appropriate documents with the relevant authorities of the other jurisdictions in which the Company and Parent and their respective Subsidiaries are qualified to do business, (v) such filings as may be required in connection with state Transfer Taxes, (vi) the filing of the Articles of Merger with, and local transfer Taxesacceptance for record of the Articles of Merger by, the SDAT, and (vvii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, the execution and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated delivery by this Agreement by each of Parent and Merger Sub of any instrument required hereby to be executed and delivered at the Closing will not and the performance by Parent and Merger Sub of their respective agreements and obligations under this Agreement will not, (i) conflict with or violate any provision of (A) the Parent Charter or Charter, the Parent Bylaws Bylaws, the Merger Sub Charter Documents or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction DocumentSub Documents, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expiredmaterial respect, conflict with or violate any Law applicable to Parent, Parent or Merger Sub, Sub or any Parent Subsidiary or Law by which any property Parent’s properties are bound or asset of Parentaffected, Merger Sub, or any Parent Subsidiary is bound, or (iii) require any consent or approval underexcept as would not reasonably be expected to have a Parent Material Adverse Effect, (A) result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default under (or an event which that with or without the giving of notice or lapse of time or both would become a defaultdefault under), (B) impair or alter the rights or obligations (including monetary obligations) of Parent or any third party under, or (C) give to others any right third party any rights of termination, accelerationamendment, payment, acceleration or cancellation or payment of (including disposition or similar feesD) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property of the properties or asset assets (including intangible assets) of Parent, Merger Sub, or any Parent Subsidiary pursuant to, any note, bond, debt instrumentmortgage, indenture, contract, agreement, ground lease, license, permit permit, franchise or other legally binding instrument or obligation to which ParentParent is a party or by which Parent or its properties is bound or affected or (iv) other than options under the Parent Stock Plans, Merger Sub give rise to or result in any Person having, or having the right to exercise, any pre-emptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Parent or any Parent Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults of its assets or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, a Parent Material Adverse Effectproperties. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does of this Agreement and any other instrument required hereby to be executed and delivered at the Closing will not, and the performance of the respective agreements of, and obligations under, this Agreement by each of Parent and Merger Sub will not, require any clearance, consent, approval, authorization order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental AuthorityEntity, except (i) as may be required by the filing with the SEC of HSR Act, (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunderii) as may be required under any foreign antitrust or competition Law or regulation, (iii) the filing of a Registration Statement on Form S-4 (the “Registration Statement”) with the SEC in connection accordance with this Agreement the Securities Act, and the transactions contemplated by this Agreementfiling of the Joint Proxy Statement/Prospectus with the SEC under the Exchange Act, (iiiv) such clearances, consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings and notifications as may be required under applicable U.S. federal and state or foreign securities Laws, (v) for the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger or other documents as required by the SDAT pursuant to the MGCL MBCA and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iiivi) such filings and approvals as may be required by any applicable state securities or “blue sky” Lawsother clearances, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or orders, licenses, authorizations, registrations, declarations, permits, filings and notifications which, if not obtained or to make such filings or notificationsmade, individually or in as the aggregatecase may be, has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) None of the Parent Disclosure Letter, the execution and delivery of this Agreement or the Parent Documents by each of Parent and and/or Merger Sub, the consummation by Parent or Merger Sub does not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby and thereby, including the Merger, or compliance by this Agreement by each of Parent and or Merger Sub with any of the provisions hereof or thereof will not, (i) conflict with or violate any provision the certificate of incorporation or bylaws (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents documents) of any other Parent Subsidiary, or (C) any Starwood Transaction DocumentMerger Sub, (ii) assuming that all the consents, approvals, approvals and authorizations and permits described specified in Section 5.5(b4.4(b) have been obtainedreceived and the waiting periods referred to therein have expired, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated condition precedent to such consent, approval, authorization, or expiredwaiver has been satisfied, conflict with or violate any Law applicable to Parent, Parent or Merger Sub, or any Parent Subsidiary Sub or by which any property or asset of Parent, Parent or Merger Sub, Sub is bound or any Parent Subsidiary is bound, affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Parent or Merger Sub, or any Parent Subsidiary Sub pursuant to, any note, bond, debt instrumentmortgage, indentureindenture or credit agreement, or any other contract, agreement, ground lease, license, permit permit, franchise or other legally binding instrument or obligation to which Parent, Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of Parent Subsidiary or Merger Sub is a partybound, exceptother than, as to in the case of clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults defaults, rights, terminations, amendments, accelerations, or other occurrences whichcancellations which would not have, individually or in the aggregate, have not had and would not reasonably be expected to have, a Parent Material Adverse Effect. (b) The None of the execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement or the Parent Documents, the consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement, including the Merger, or compliance by Parent or Merger Sub with any of the provisions of this Agreement or the Parent Documents will not, require any consent, approval, authorization authorization, waiver or permit of, or filing with or notification to, any Governmental Authority, except for (i) applicable requirements of the Exchange Act, the Securities Act, Blue Sky Laws, any applicable Antitrust Laws, filing with and recordation of appropriate merger documents as required by the SEC of (A) the Form S-4 DGCL and the declaration rules of effectiveness of the Form S-4NASDAQ, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent Parent, Acquirer Management and Merger Sub does do not, and the performance of this Agreement by Parent, Acquirer Management and the Merger Sub and consummation of the Merger and the other transactions contemplated by this Agreement by each of Agreement, subject to obtaining the Parent and Merger Sub Stockholders Approval, will not, (i) conflict with or violate any provision of (A) the Parent Charter Certificate of Incorporation or the Parent Bylaws of or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, obtained and all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Acquirer Management and Merger Sub, Sub or any Parent Subsidiary Subsidiary, or by which any property or asset of Parent, Acquirer Management and Merger Sub, Sub or any Parent Subsidiary is boundbound or affected, (iii) result in the creation of any Encumbrance on any of the properties or assets of the Parent or any Parent Subsidiary or (iiiiv) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parentunder, or modify, accelerate or terminate any Parent Subsidiary rights or obligations under, or constitute a change of control or default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any right of termination, accelerationvesting, amendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, or any Parent Subsidiary pursuant to, any noteMaterial Contract or Parent Permit, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub or any Parent Subsidiary is a party, except, as to except in the case of clauses (i)(B), (iiiii) and (iiiiv), respectivelyfor such Encumbrances, for any such conflicts, violations, breaches, defaults consents or other occurrences which, individually or in the aggregate, have not had and approvals that would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent Parent, Acquirer Management and Merger Sub does do not, and the performance of this Agreement by each of Parent Parent, Acquirer Management and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity or any other Person, except (ias set forth on Section 5.5(b) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, Parent Disclosure Schedule and (B) such reports under, and other compliance withunder the Exchange Act, the Exchange Act (and Securities Act, any applicable Blue Sky Laws, the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreementgoverning OTCBB securities, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCAAntitrust Laws, and the filing of appropriate documents with the relevant authorities Certificate of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals Merger as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse EffectDGCL.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure LetterThe execution, the execution delivery and delivery performance of this Agreement by each of Parent and Merger Sub does notRMRM, and the performance of this Agreement and the consummation by RMRM of the Merger and the other transactions contemplated by this Agreement by each of Parent Transactions to which it is a party, do not and Merger Sub will not, not (i) assuming receipt of the RMRM Shareholder Approval, conflict with or violate any provision of (A) any RMRM Governing Documents, the Parent Charter RMRM Post-Merger Charter, or the Parent Bylaws or RMRM Post-Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction DocumentBylaws, (ii) assuming receipt of the RMRM Shareholder Approval, conflict with or violate any provision of any RMRM Subsidiary Governing Documents, (iii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b5.4(b) have been obtained, all filings and notifications described in Section 5.5(b5.4(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, RMRM or any Parent RMRM Subsidiary or by which any property or asset of Parent, Merger Sub, RMRM or any Parent RMRM Subsidiary is bound, or (iiiiv) except as set forth in Section 5.4(a)(iv) of the RMRM Disclosure Letter, require any notice, consent or approval under, result in any breach of any obligation or any loss of any benefit or material increase in any cost or obligation obligations of Parent, RMRM or any Parent RMRM Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of termination, acceleration, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, RMRM or any Parent RMRM Subsidiary pursuant to, to any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub RMRM or any Parent RMRM Subsidiary is a party, party except, as to clauses (i)(Bii), (iiiii) and (iii), respectivelyiv) above, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had had, and would not reasonably be expected to have, a Parent an RMRM Material Adverse Effect. (b) The execution execution, delivery and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each RMRM, and the consummation by RMRM of Parent the Merger and Merger Sub the other Transactions to which it is a party, do not and will not, require any consent, approval, waiting period expiration or termination, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Joint Proxy Statement and, with respect to RMRM, the Form S-4 S-4, and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement Agreement, the Merger and the transactions contemplated by this Agreementother Transactions, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such any filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iii) any filings required under the rules and regulations of Nasdaq, (iv) the filing of the Articles of Merger, together with the RMRM Post-Merger Charter, with, and the acceptance of the Articles of Merger, together with the RMRM Post-Merger Charter, for record by, the Maryland SDAT, (v) such filings as may be required in connection with state and local transfer Transfer Taxes, and (vvi) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had had, and would not reasonably be expected to have, a Parent an RMRM Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Acquiror, First Merger Sub does and Second Merger Sub do not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent Acquiror, First Merger Sub and Second Merger Sub will not, (i) conflict with or violate any provision of (A) the Parent Charter Acquiror Organizational Documents, the Domestication Organizational Documents, the First Merger Sub Organizational Documents or the Parent Bylaws or Second Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction DocumentSub Organizational Documents, (ii) assuming that all consents, approvals, authorizations authorizations, expiration or termination of waiting periods and permits other actions described in Section 5.5(b) have been obtained, obtained and all filings and notifications obligations described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any Law applicable to Parenteach of Acquiror, First Merger Sub, Sub or any Parent Subsidiary Second Merger Sub or by which any of their property or asset of Parent, Merger Sub, assets is bound or any Parent Subsidiary is boundaffected, or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary underof, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right rights of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parenteach of Acquiror, First Merger Sub, Sub or any Parent Subsidiary Second Merger Sub pursuant to, any note, bond, debt instrumentmortgage, indenture, contract, agreement, ground lease, license, permit permit, franchise or other legally binding instrument or obligation to which Parenteach of Acquiror, First Merger Sub or Second Merger Sub is a party or by which each of Acquiror, First Merger Sub or Second Merger Sub or any Parent Subsidiary of their property or assets is a partybound or affected, except, as with respect to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and which would not have or reasonably be expected to have, a Parent have an Acquiror Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Acquiror, First Merger Sub does and Second Merger Sub do not, and the performance of this Agreement by each of Parent Acquiror, First Merger Sub and Second Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, or expiration or termination of any waiting period by, any Governmental Authority, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness for applicable requirements, if any, of the Form S-4, and (B) such reports under, and other compliance withExchange Act, the Exchange Act (Securities Act, Blue Sky Laws and state takeover laws and filing and recordation of appropriate merger documents as required by the rules and regulations promulgated thereunder) and DGCL or the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this AgreementDLLCA, (ii) in connection with the filing Domestication, the applicable requirements and required approval of the Articles Registrar of Merger with Companies in the Cayman Islands and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, has not had and would not reasonably be expected to haveprevent or materially delay consummation of any of the Transactions or otherwise prevent Acquiror, a Parent Material Adverse EffectFirst Merger Sub or Second Merger Sub from performing its material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letteron Schedule 3.3(a), the execution execution, delivery and delivery performance by the Sellers of this Agreement by and each of Parent and Merger Sub does notthe Ancillary Agreements to which a Seller will be a party, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent hereby and Merger Sub thereby, do not and will not, : (i) conflict with or violate the Charter Documents of any provision of (A) the Parent Charter Seller or the Parent Bylaws SLP Subsidiary or Merger Sub’s articles any resolution adopted by the board of organization directors or limited liability company agreement, (B) any equivalent organizational or governing documents equity holders of any other Parent Seller or the SLP Subsidiary, or (C) any Starwood Transaction Document, ; (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law Law, Permit or Order applicable to Parentthe Sellers, Merger Subthe SLP Subsidiary, the Business or any Parent of the Transferred Assets or the SLP Subsidiary Assets or by which any property or asset of Parentthe Sellers, Merger Subthe SLP Subsidiary, the Business or any Parent of the Transferred Assets or the SLP Subsidiary is bound, Assets may be bound or affected; (iii) require any consent or approval underconflict with, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parentof, or any Parent Subsidiary under, or constitute a default (or an event which that, with notice or lapse of time or both both, would become a default) under, require any consent of any Person pursuant to, or give to others any third party any right of terminationto modify, accelerationterminate, cancellation accelerate or payment (including disposition cancel any liability or similar fees) (with or without notice or the lapse of time or both) obligations of, or give rise charge any fee, penalty or similar payment under, any Material Contract to which any right Seller (with respect to the Business) or the SLP Subsidiary is a party or to which the Sellers (with respect to the Business), the SLP Subsidiary, the Business or any of purchase, first offer the Transferred Assets or forced sale under the SLP Subsidiary Assets may be bound or affected; (iv) result in the creation of a Lien any Encumbrance (other than Permitted Encumbrances) on any property Transferred Assets or asset of Parent, Merger Subany SLP Subsidiary Assets; or (v) otherwise require the Sellers or the SLP Subsidiary to give any notice to, or obtain any Parent Subsidiary pursuant toconsent from, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or Person in connection with a Material Contract (other legally binding obligation to which Parent, Merger Sub or any Parent Subsidiary is a party, than as described in Section 3.3(b) below); except, as to clauses in the case of clause (i)(Bii), (ii) and (iii), respectively, (iv) or (v) for any such conflicts, violations, breaches, defaults defaults, or other occurrences which, individually that arise as a result of any facts or in circumstances relating to the aggregate, have not had and would not reasonably be expected to have, a Parent Material Adverse EffectBuyer or any of its Affiliates. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does notOther than any notice, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consentauthorization, approval, order, permit or consent referenced in Article VII, none of the Sellers or the SLP Subsidiary are required to file, seek or obtain any notice, authorization approval, order, permit or permit of, consent of or filing with or notification to, any Governmental Authority, except (i) the filing including filings with the SEC U.S. Department of Justice (Athe “DOJ”) and U.S. Federal Trade Commission (the Form S-4 “FTC”) pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Act of 1976, as amended (the “HSR Act”), in connection with the execution, delivery and the declaration performance by any such Seller of effectiveness this Agreement and each of the Form S-4Ancillary Agreements to which any such Seller will be a party or the consummation of the transactions contemplated hereby or thereby or in order to prevent the termination of any right, and (B) such reports underprivilege, and other compliance withlicense or qualification of the Business, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) except as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing necessary as a result of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant any facts or circumstances relating to the MGCL and the MLLCA, and the filing Buyer or any of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse Effectits Affiliates.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) 3.6 of the Parent Disclosure LetterSchedule, neither the execution and delivery of this Agreement nor the performance by each of Parent and Merger Sub does notof their obligations hereunder, and the performance of this Agreement and nor the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will nothereby, will: (i) conflict with Parent's or violate any provision Sub's certificate of (A) the Parent Charter incorporation or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, bylaws; (ii) assuming that all consents, approvals, authorizations and permits described satisfaction of the requirements set forth in Section 5.5(b3.6(b) have been obtainedbelow, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law statute, law, ordinance, rule or regulation, applicable to Parent, Merger Sub, Parent or any Parent Subsidiary or by which any property or asset of Parent, Merger Sub, its Subsidiaries or any Parent Subsidiary is bound, of their properties or assets; or (iii) require any consent or approval underviolate, result breach, be in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, conflict with or constitute a default (or an event which which, with notice or lapse of time or both both, would become constitute a default) under, or give to others permit the termination of any right of termination, acceleration, cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) provision of, or give rise result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of Parent or any of its Subsidiaries, or cause an indemnity payment to be made by the Parent or any right of purchaseits Subsidiaries under, first offer or forced sale under or result in the creation of a Lien on imposition of any property lien upon any properties, assets or asset business of Parent, Merger Sub, Parent or any Parent Subsidiary pursuant toof its Subsidiaries under, any note, bond, debt instrumentindenture, indenturemortgage, deed of trust, lease, franchise, permit, authorization, license, contract, agreement, ground lease, license, permit instrument or other legally binding obligation agreement or commitment or any order, judgment or decree to which Parent, Merger Sub Parent or any Parent Subsidiary of its Subsidiaries is a partyparty or by which Parent or any of its Subsidiaries or any of their respective assets or properties is bound or encumbered, or give any Person the right to require Parent or any of its Subsidiaries to purchase or repurchase any notes, bonds or instruments of any kind except, as to in the case of clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution Except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act and delivery Blue Sky Laws, (ii) for the pre-merger notification requirements of this Agreement by each the HSR Act, (iii) for the filing of Parent and Merger Sub does notarticles of merger pursuant to the WBCL, and (iv) with respect to matters set forth in Section 3.6(a) or 3.6(b) of the Parent Disclosure Schedule, no consent, approval or authorization of, permit from, or declaration, filing or registration with, any governmental or regulatory authority, or any other Person or entity is required to be made or obtained by Parent or Sub in connection with the execution, delivery and performance of this Agreement by each and the consummation of Parent and Merger Sub will notthe transactions contemplated hereby, require any except where the failure to obtain such consent, approval, authorization authorization, permit or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings filing or notificationsregistration would not, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) The execution and delivery by Parent, Merger Sub 1 and Merger Sub 2 of the Parent Disclosure Letterthis Agreement do not, the execution and delivery of this Agreement by each of Parent Parent, Merger Sub 1 and Merger Sub does 2 of any instrument required hereby to be executed and delivered at the Closing will not, and the performance by Parent, Merger Sub 1 and Merger Sub 2 of this Agreement their respective agreements and the consummation of the Merger and the other transactions contemplated by obligations under this Agreement by each of Parent Parent, Merger Sub 1 and Merger Sub 2 will not, (i) conflict with 36 or violate any provision of (A) the Parent Charter or Charter, the Parent Bylaws Bylaws, the Merger Sub 1 Charter Documents, the Merger Sub 2 Charter Documents or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction DocumentSub Documents, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expiredmaterial respect, conflict with or violate any Law applicable to Parent, Merger Sub, Sub 1 or Merger Sub 2 or any Parent Subsidiary or Law by which any property Parent's properties are bound or asset of Parentaffected, Merger Sub, or any Parent Subsidiary is bound, or (iii) require any consent or approval underexcept as would not reasonably be expected to have a Parent Material Adverse Effect, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which that with notice or lapse of time or both would become a default) or impair Parent's rights or alter the rights or obligations of any third party including monetary obligations under, or give to others any right third party any rights of termination, accelerationamendment, payment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property of the properties or asset assets (including intangible assets) of Parent, Merger Sub, or any Parent Subsidiary pursuant to, to any note, bond, debt instrumentmortgage, indenture, contract, agreement, ground lease, license, permit permit, franchise or other legally binding instrument or obligation to which ParentParent is a party or by which Parent or its properties is bound or affected, Merger Sub or (iv) other than options under the Parent Stock Plans, give rise to or result in any person having, or having the right to exercise, any pre-emptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Parent or any Parent Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults of its assets or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, a Parent Material Adverse Effectproperties. (b) The execution and delivery by Parent, Merger Sub 1 and Merger Sub 2 of this Agreement do not, the execution and delivery by each of Parent Parent, Merger Sub 1 and Merger Sub does 2 of any instrument required hereby to be executed and delivered at the Closing will not, and the performance of the respective agreements of, and obligations under, this Agreement by each of Parent Parent, Merger Sub 1 and Merger Sub 2 will not, require any consent, approval, authorization order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental AuthorityEntity, except (i) as may be required by the filing with the SEC of HSR Act, (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunderii) as may be required under any foreign antitrust or competition Law or regulation, (iii) the filing of the Registration Statement on Form S-4 (the "Registration Statement") with the SEC in connection accordance with this Agreement the Securities Act, and the transactions contemplated by this Agreementfiling of the Joint Proxy Statement/Prospectus (as defined in Section 7.4) with the SEC under the Exchange Act, (iiiv) such clearances, consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings and notifications as may be required under applicable U.S. federal and state or foreign securities Laws, (v) the filing of the Articles of Acquisition Merger, the Migratory Merger with Certificates or other documents as required by the CCC, the DGCL and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL MBCA and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iiivi) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such other consents, approvals, authorizations or orders, registrations, declarations, permits, or to make such filings or notificationsnotifications which, individually if not obtained or in the aggregatemade, has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement and the consummation of the Merger Merger, the Charter Amendment and the other transactions contemplated by this Agreement hereby by each of Parent and Merger Sub will not, (i) assuming receipt of the Parent Stockholder Approval, conflict with or violate any provision of (A) the Parent Charter or the Parent Bylaws or Bylaws, Merger Sub’s articles of organization charter or limited liability company agreement, (B) bylaws or any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, Sub or any other Parent Subsidiary or by which any property or asset of Parent, Merger Sub, Sub or any other Parent Subsidiary is bound, or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, Parent or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent, Merger Sub, Sub or any other Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub or any other Parent Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Joint Proxy Statement and the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreementhereby, (ii) as may be required under the rules and regulations of the NYSE, (iii) the filing of the Articles of Merger with and the acceptance for record by SDAT of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCAMGCL, and (iv) the filing of appropriate documents the Certificate of Merger and the acceptance for record by the Delaware Secretary of the Certificate of Merger pursuant to the DLLCA, (v) the filing of the Charter Amendment with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do businessDelaware Secretary, (iiivi) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (ivvii) such filings as may be required in connection with state and local transfer Taxes, and (vviii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will not, (i) (assuming the shareholder approval set forth in Section 4.04 is obtained) conflict with or violate any provision of (A) the Certificate of Incorporation or By-laws of Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization Sub or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits other actions described in Section 5.5(b4.05(b) have been obtained, obtained and all filings and notifications obligations described in Section 5.5(b4.05(b) have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any foreign or domestic Law applicable to Parent, Merger Sub, Sub or any Parent Subsidiary or by which any property or asset of Parent, Merger Sub, Sub or any Parent Subsidiary is bound, bound or affected or (iii) require any consent or approval underexcept as set forth in Section 4.05(a) of the Parent Disclosure Schedule, result in any breach of or of, any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, under or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien lien or other encumbrance on any property or asset of Parent, Merger Sub, Sub or any Parent Subsidiary pursuant to, any note, bond, debt instrumentmortgage, indenture, contract, agreement, ground lease, license, permit Parent Permit (as defined in Section 4.06), other instrument or other legally binding obligation to which Parent, Merger Sub or any Parent Subsidiary is a partyobligation, except, as with respect to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences whichwhich would neither, individually or in the aggregate, (A) have not had and would not reasonably be expected to have, a Parent Material Adverse EffectEffect nor (B) prevent or materially delay the performance of this Agreement by Parent and Merger Sub. (b) The Except as set forth in Section 4.05(b) of the Parent Disclosure Schedule, the execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic or foreign Governmental AuthorityEntity, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness for applicable requirements of the Form S-4Exchange Act, the Securities Act, Blue Sky Laws, the NYSE, state takeover laws, premerger notification requirements of the HSR Act, filing and recordation of the Certificate of Merger as required by the DGCL and as otherwise set forth in Section 4.05(b) of the Parent Disclosure Schedule and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not (A) prevent or materially delay consummation of the Merger, (B) otherwise prevent Parent from performing its material obligations under this Agreement or (C) individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will not, (i) conflict with or violate any provision the memorandum of (A) the association, certificate of incorporation, bye-laws or bylaws, each as amended to date, of either Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Documentas applicable, (ii) assuming that all consents, approvals, authorizations and permits other actions described in Section 5.5(b5.05(b) have been obtained, that all filings and notifications obligations described in Section 5.5(b5.05(b) have been made and any waiting periods thereunder have terminated or expiredthat the Parent Shareholder Approval has been obtained, conflict with or violate any Law applicable to Parent, Parent or Merger Sub, or any Parent Subsidiary Sub or by which any property or asset of Parent, Merger Sub, either of them is bound or any Parent Subsidiary is boundaffected, or (iii) require any consent or approval under, result in any breach of or any of, loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right rights of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien lien or other encumbrance on any property or asset of Parent, Merger Sub, Sub or any Parent Significant Subsidiary pursuant to, any note, bond, debt instrumentmortgage, indenture, contract, agreement, ground lease, license, permit permit, franchise or other legally binding instrument or obligation to which Parent, Merger Sub or any Parent Significant Subsidiary is a partyparty or by which Parent, Merger Sub or any Parent Significant Subsidiary or any property of any of them is bound or affected, except, as with respect to clauses (i)(B), (ii) and (iii), respectively) above, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and that would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness for applicable requirements, if any, of the Form S-4, and (B) such reports under, and other compliance withSecurities Act, the Exchange Act, Blue Sky Laws and state takeover laws, the HSR Act (and as otherwise described in Section 5.05(b) of the rules Parent Disclosure Schedule and regulations promulgated thereunder) filing and recordation of appropriate merger documents as required by the Securities Act (and the rules and regulations promulgated thereunder) DGCL, except as may be required in connection with this Agreement Taxes described in Section 7.12, and except for the transactions contemplated filing with the Registrar of Companies in Bermuda of a copy of the Joint Proxy Statement, signed by this Agreementor on behalf of all the directors of Parent, to be published in connection with the Parent Share Issuance, as soon as reasonably practicable after its publication, and (ii) where the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) None of the Parent Disclosure Letter, the execution and delivery of this Agreement by each of Parent and Merger Sub does notSub, and the performance of this Agreement and the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, including the Merger and the other transactions contemplated by this Agreement by each Debt Financing, or performance of Parent and Merger Sub their obligations hereunder will not, (i) conflict with or violate any provision of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction DocumentOrganizational Documents, (ii) assuming that all the consents, approvalsregistrations, filings, notices, approvals and authorizations and permits described specified in Section 5.5(b) 5.3(b), including all Gaming Approvals, have been obtained, all filings and notifications described in Section 5.5(b) have been obtained or made and any the waiting periods thereunder referred to therein have terminated expired, and any condition precedent to such consent, approval, authorization, or expiredwaiver has been satisfied, conflict with or violate any Law applicable to Parent, Parent or Merger Sub, or any Parent Subsidiary Sub or by which any property or asset of Parent, Parent or Merger Sub, Sub is bound or any Parent Subsidiary is bound, affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary underof, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien (other than, in the case of the Debt Financing, any Lien required or permitted thereunder) on any property of the properties or asset assets of Parent, Parent or Merger Sub, or any Parent Subsidiary Sub pursuant to, any note, bond, debt instrumentmortgage, indenture, contract, indenture or credit agreement, ground lease, license, permit or any other Contract or other legally binding instrument or obligation to which Parent, Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of Parent Subsidiary or Merger Sub is a partybound, exceptother than, as to in the case of clauses (i)(B), (ii) and (iii), respectively, for any such conflictsviolation, violationsbreach, breachesdefault, defaults right, termination, amendment, acceleration, or other occurrences whichcancellation that would not constitute, individually or in the aggregate, have not had and would not reasonably be expected to have, a Parent Material Adverse Effect. (b) The None of the execution and delivery of this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub does notof the transactions contemplated by this Agreement, including the Merger and the Debt Financing, or performance of this Agreement by each of Parent and Merger Sub their obligations hereunder will not, require any consent, approval, authorization authorization, waiver or permit of, or filing with or notification to, any Governmental Authority, except for (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, under the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) compliance with, and the filing of a premerger notification and report form by the Company under, the HSR Act and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under applicable Foreign Antitrust Laws, (iii) the filing of the Articles Certificate of Merger with and the acceptance for record Secretary of State, the Articles of Merger other filings required under the DGCL by the SDAT pursuant to the MGCL and the MLLCA, Secretary of State and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are Company is qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such material consents, registrations, declarations, notices or filings as may are required to be made or obtained under applicable Gaming Laws (including with respect to the lottery-related activities of Parent and its Subsidiaries), which material consents, registrations, declarations, notices or filings, assuming the accuracy of the Company’s representations and warranties set forth in Section 4.5 and solely to the Knowledge of Parent as of the date hereof, are set forth on Section 5.3(b) of the Parent Disclosure Letter, (v) any filings required in connection with state and local transfer Taxesunder the rules of Nasdaq, and (vvi) where failure to obtain such other consents, approvals, authorizations or permits, or to make such filings or notifications, the failure of which to have, make or obtain, as applicable, would not constitute, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the 4.5.1 The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will not, (iA) conflict with or violate any provision of (A) the Parent Charter Articles, the Parent Bylaws, the Merger Sub Certificate or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreementSub Bylaws, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) 4.5.2 have been obtained, obtained and all filings and notifications described in Section 5.5(b) 4.5.2 have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Parent or Merger Sub, Sub or any other entity that is a subsidiary of Parent Subsidiary (each a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or by which any property or asset of Parent, Merger Sub, Sub or any Parent Subsidiary is bound, bound or affected or (iiiC) except as set forth in the Parent Disclosure Schedule, require any consent or approval under, result in any breach of of, or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien lien or other encumbrance on any property or asset of Parent, Merger Sub, Sub or any Parent Subsidiary pursuant to, any note, bond, debt instrumentmortgage, indenture, contract, agreement, ground lease, license, permit Permit or other legally binding instrument or obligation to which Parent, Merger Sub or any Parent Subsidiary is a party, except, as to clauses (i)(B), (iiB) and (iiiC), respectively, for any such consents, approvals, conflicts, violations, breaches, defaults or other occurrences whichwhich would not, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. (b) Section 4.5.2 The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity, except (i) the filing with the SEC of (A) under the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance withExchange Act, the Exchange Act (and Securities Act, any applicable Blue Sky Laws, the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles Exchange and filing and recordation of the Certificate of Merger with and the acceptance for record of the Articles of Merger as required by the SDAT pursuant to the MGCL and the MLLCA, and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, DGCL and (vB) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent Parent, Lux Sub and Merger Sub does not, and the performance by Parent and Merger Sub of this Agreement their obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will not, (i) conflict with or violate any provision of the certificate of incorporation or bylaws (Aor any equivalent organizational document) the Parent Charter or the Parent Bylaws of Parent, Lux Sub or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b5.05(b) have been obtained, obtained and all filings and notifications described in Section 5.5(b5.05(b) have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any Law applicable to Parent, Lux Sub or Merger Sub, or any Parent Subsidiary Sub or by which any property or asset of Parent, Lux Sub or Merger Sub, Sub is bound or any Parent Subsidiary is bound, affected or (iii) require any consent or approval under, result in any material breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a material default (or an event which with the giving of notice or lapse of time or both would could reasonably be expected to become a default) under, or give to others any right of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien lien or other encumbrance on any material property or asset of Parent, Lux Sub or Merger Sub, or any Parent Subsidiary Sub pursuant to, any note, bond, debt instrumentmortgage, indenture, contract, agreement, ground lease, license, permit permit, franchise or other legally binding obligation to which Parent, Merger Sub instrument or any Parent Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have, a Parent Material Adverse Effectobligation. (b) The execution and delivery of this Agreement by each of Parent Parent, Lux Sub and Merger Sub does not, and the performance of this Agreement by each of Parent Parent, Lux Sub and Merger Sub of their respective obligations hereunder and the consummation of the Merger will not, require any consent, approval, authorization or permit of, or filing by Parent, Lux Sub or Merger Sub with or notification by Parent, Lux Sub or Merger Sub to, any Governmental AuthorityEntity, except (i) the filing with the SEC of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and premerger notification requirements of the MLLCAHSR Act, if any, and the filing of appropriate documents with the relevant authorities and recordation of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals Certificate of Merger as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse EffectNew York Law.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement and the Stock Option Agreement by each of Parent and Merger Sub the Seller does not, and the performance of this Agreement and the consummation of the Merger Stock Option Agreement and the other transactions contemplated hereby and thereby by this Agreement by each of Parent and Merger Sub will the Seller shall not, (i) conflict with or violate any provision of (A) the Parent Charter Seller Articles or Seller By-Laws or the Parent Bylaws Articles of Incorporation or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents By-Laws of any other Parent Seller Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law domestic (federal, state or local) or foreign law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") applicable to Parent, Merger Sub, the Seller or any Parent Seller Subsidiary or by which any property or asset of Parent, Merger Sub, its or any Parent Subsidiary of their respective properties is boundbound or affected, or (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any right rights of termination, accelerationamendment, acceleration or cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien lien or encumbrance on any property of the properties or asset assets of Parent, Merger Sub, the Seller or any Parent Seller Subsidiary pursuant to, any note, bond, debt instrumentmortgage, indenture, contract, agreement, ground lease, license, permit permit, franchise or other legally binding instrument or obligation to which Parent, Merger Sub the Seller or any Parent Seller Subsidiary is a partyparty or by which the Seller or any Seller Subsidiary or its or any of their respective properties is bound or affected, except, as to except in the case of clauses (i)(B), (ii) and (iii), respectively, ) for any such conflicts, violations, breaches, defaults or other occurrences whichthat would not, individually or in the aggregate, have not had and would not reasonably be expected to have, a Parent Material Adverse Effect.Effect on the Seller and the Seller Subsidiaries, taken as a whole. The Board of Directors of the Seller has taken all actions necessary including approving the transactions contemplated herein and in the Stock Option Agreement to ensure that none of (A) the restrictions set forth in Sections 180.1130-32, 180.1134, 180.1140-44 and 180.1150 of the WBCL, and (B) the provisions set forth in Article 4.c. and Article 11 of the Seller Articles, do or will apply to the transactions contemplated herein or, except in the case of Article 4.c, in the Stock Option Agreement (b) The execution and delivery of this Agreement and the Stock Option Agreement by each of Parent and Merger Sub does the Seller do not, and the performance of this Agreement and the Stock Option Agreement by each of Parent and Merger Sub will the Seller shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authoritygovernmental or regulatory authority, domestic or foreign, except (i) the filing with the SEC for applicable requirements, if any, of (A) the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act of 1933, as amended (and the rules and regulations promulgated thereunder) "Securities Act"), the Securities Exchange Act of 1934, as may be required in connection with this Agreement and amended (the transactions contemplated by this Agreement"Exchange Act"), state securities or blue sky laws (ii) "Blue Sky Laws"), the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL and the MLLCAHOLA, and the filing of appropriate merger or other documents with the relevant authorities of the other jurisdictions in which the Parent and Parent Subsidiaries are qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local transfer Taxes, the WBCL and (vii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually would not prevent or in delay consummation of the aggregateMerger or the issuance of Seller Common Stock pursuant to the Stock Option Agreement, has not had or otherwise prevent the Seller from performing its obligations under this Agreement and the Stock Option Agreement and would not reasonably be expected to have, have a Parent Material Adverse EffectEffect on the Seller and the Seller Subsidiaries, taken as a whole.