The execution and delivery of this Agreement (or any related instrument or agreement) by Fund G does not, and the consummation of the transactions contemplated hereby and the performance by Fund G of the obligations that it is obligated to perform hereunder do not and at the Closing will not: (a) violate any provision of the organizational documents of Fund G or LD 12; (b) violate, or result in the violation of or acceleration of, or entitle any party to accelerate any obligation or indebtedness under, or result in the imposition of any Lien upon any Asset or the Membership Interest, pursuant to, any mortgage, lien, lease, franchise, license, permit, agreement or other instrument to which Fund G or LD 12 is a party, or by which Fund G or LD 12 is bound, and that could have a material adverse effect upon this transaction or the Parties; or (c) contravene or violate any municipal, state or federal ordinance, law, rule, regulation, judgment, order, writ, injunction, or decree in any material respect.  Except as set forth on Schedule 3.3 , no consent, approval, waiver or authorization is required to be obtained by Fund G or LD 12 from any Person in connection with the execution, delivery and performance by Fund G of this Agreement and the consummation of the transactions contemplated hereby.