None of the offering, issuance and sale by the Partnership of the Purchased Units and the application of the proceeds therefrom, the execution, delivery and performance of this Agreement by the Partnership, or the consummation of the transactions contemplated hereby (i) conflicts or will conflict with, or constitutes or will constitute a violation of, the certificate or agreement of limited partnership, certificate of formation, limited liability company agreement or other organizational documents of the Partnership Entities, (ii) conflicts or will conflict with, or constitutes or will constitute a breach or violation of or a default under (or an event that, with notice or lapse of time or both, would constitute such a breach or violation of or default under), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any Partnership Entity or any material Subsidiary of a Partnership Entity is a party, by which any of them is bound or to which any of their respective properties or assets is subject, (iii) violates or will violate any statute, law, ordinance, regulation, order, judgment, decree or injunction of any court or governmental agency or body to which any Partnership Entity or any material Subsidiary of a Partnership Entity, or any of their respective properties or assets may be subject or (iv) will result in the creation or imposition of any Lien upon any property or assets of any Partnership Entity or any material Subsidiary of any Partnership Entity, which conflicts, breaches, violations, defaults or Liens, in the case of clauses  (ii) , (iii) or (iv) , would, individually or in the aggregate, have a Material Adverse Effect.