Neither the execution, delivery and performance of this Agreement nor the compliance with, or fulfillment of, the terms, conditions and provisions hereof by the Seller shall conflict with, result in a breach of the terms, conditions, or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination, or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon the JV Interest, under: (i) any note, instrument, agreement, mortgage, lease, permit, right or obligation to which the Seller is a party or the JV Interest is subject or by which the Seller is bound; (ii) any court order to which the Seller is a party or the JV Interest is subject or by which the Seller is bound; or (iii) any requirements of laws, rules or regulations affecting the Seller, or the JV Interest or otherwise applicable to the transactions contemplated by this Agreement.