No Conflict; Required Filings and Consents. The execution and delivery by such Seller of this Agreement does not, and the execution and delivery by such Seller of the other Transaction Documents to which such Seller is a party and the performance of this Agreement and such other Transaction Documents will not, # conflict with or violate any Law applicable to such Seller or any of its respective Affiliates or by which any property or asset of such Seller or any of its respective Affiliates is bound or affected; # Subject to the Seller satisfying its obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, (iii) (A) require any consent or approval under or # give to others any right of termination, vesting, amendment, acceleration or cancellation of any Contract, or # result in the creation of a Lien on any property or asset of Seller or any of its respective Affiliates. Subject to the Seller satisfying it obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, the execution and delivery by such Seller of this Agreement and the other Transaction Documents to which such Seller is a party does not, and the performance of this Agreement and such other Transaction Documents by such Seller will not, require any consent, approval, authorization or permit of or filing with or notification to, any third party, including, but not limited to, any Governmental or Regulatory Authority.

No Conflict; Required Filings and Consents. The execution and delivery by such Sellerthe Company of this Agreement does not, and the execution and delivery by such Sellerthe Company of the other Transaction Documents to which such Sellerthe Company is a party and the performance of this Agreement and such other Transaction Documents will not, # conflict with or violate any Law applicable to such Seller or any of its respective Affiliates or by which any property or asset of such Seller or any of its respective Affiliates is bound or affected; # Subjectsubject to the Seller satisfying itsit’s obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, # conflict with or violate any provision of the organizational documents of the Company; # conflict with or violate any Law applicable to the Company or any of its respective Affiliates or by which any property or asset of the Company or any of its respective Affiliates is bound or affected; (iii) (A) require any consent or approval underunder, # result in any breach of or any loss of any benefit under, # constitute a change of control or 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, vesting, amendment, acceleration or cancellation ofof, any Contract, ormaterial Contract; # result in the creation of a Lien on any property or asset of Sellerthe Company or any of its respective Affiliates.Affiliates; or # cause the Company or any of its respective Affiliates to become subject to, or to become liable for the payment of, any Tax or other financial payment. Subject to the Seller satisfying itit’s obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, the execution and delivery by such Sellerthe Company of this Agreement and the other Transaction Documents to which such Sellerthe Company is a party does not, and the performance of this Agreement and such other Transaction Documents by such Sellerthe Company will not, require any consent, approval, authorization or permit ofof, or filing with or notification to, any third party, including, but not limited to,including any Governmental or Regulatory Authority.

No Conflict; Required Filings and Consents. The execution and delivery by such SellerBuyer of this Agreement doesdo not, and the execution and delivery by such Seller of the other Transaction Documents to which such SellerBuyer is a party and the performance of this Agreement and such other Transaction DocumentsDocument by Buyer will not, # conflict with or violate any Law applicable to such Seller or anyprovision of its respective Affiliates or by which any property or assetthe organizational documents of such Seller or any of its respective Affiliates is bound or affected; # Subject to the Seller satisfying its obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, (iii) (A) require any consent or approval under or # give to others any right of termination, vesting, amendment, acceleration or cancellation of any Contract, or # result in the creation of a Lien on any property or asset of Seller or any of its respective Affiliates. Subject to the Seller satisfying it obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, the execution and delivery by such Seller of this Agreement and the other Transaction Documents to which such Seller is a party does not, and the performance of this Agreement and such other Transaction Documents by such Seller will not, require any consent, approval, authorization or permit of or filing with or notification to, any third party, including, but not limited to, any Governmental or Regulatory Authority.Buyer.

The execution and delivery by suchthe Seller of this Agreement does not,and any other Transaction Document to which it is (or will be) a party, and the execution and delivery by such Sellerconsummation of the other Transaction Documents to which such Seller is a party and the performance of this Agreement and such other Transaction Documents will not,transactions contemplated hereby or thereby, do not # conflict with or violateresult in a violation of # any Law applicable to suchprovision of the organizational documents of the Seller, or # any material Legal Requirement binding upon the Seller or any of its respective Affiliates or by which any propertyAcquired Assets are subject or assetbound, # violate, conflict with, or result in a breach of such Seller or any of its respective Affiliates is boundthe terms of, or affected; # Subjectconstitute a default under, or give rise to the Seller satisfying its obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, (iii) (A) require any consent or approval under or # give to others any right of termination, vesting, amendment,modification, cancellation or acceleration under # any license, permit, authorization, consent, Order or cancellation ofapproval of, or registration, declaration or filings with, any Governmental Authority or # any Contract, or # result in the creation of any Encumbrance (other than a Lien on any propertyPermitted Encumbrance) upon the properties or assetassets of Seller or any of its respective Affiliates. Subject to the Seller satisfying it obligations underbeing sold or transferred hereunder as would not, individually or in the Notes and toaggregate, adversely affect the Modification Agreements being fully executed among and between the parties and applicable Creditors, the execution and delivery by such Seller of this Agreement and the other Transaction Documents to which such Seller is a party does not, and the performance of this Agreement and such other Transaction Documents by such Seller will not, requireAcquired Assets in any consent, approval, authorization or permit of or filing with or notification to, any third party, including, but not limited to, any Governmental or Regulatory Authority.material respect.

No Conflict; Required Filings and Consents. The execution and delivery by such Seller of this Agreement does not, andConflict. Neither the execution and delivery by such Seller of this Agreement or the other Transaction DocumentsAncillary Agreements to which such Seller is a party andnor the consummation or performance of this Agreement andany of the transactions contemplated hereunder or thereunder by such other Transaction DocumentsSeller will not, # contravene, conflict withwith, or violateresult in a violation of or default under any Law applicableLegal Requirement or any Order to which such Seller or the Subject Securities owned by such Seller are subject, # violate or conflict with, or result in a default under, any of its respective Affiliates ormaterial Contract by which any property or asset ofthe Subject Securities owned by such Seller or any of its respective Affiliates is bound or affected; # Subject to the Seller satisfying its obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, (iii) (A) require any consent or approval under or # give to others any right of termination, vesting, amendment, acceleration or cancellation of any Contract,are bound, or # result in the imposition or creation of aany Lien on any propertyupon or asset of Seller or any of its respective Affiliates. Subjectwith respect to the Subject Securities owned by such Seller. No action, consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made by such Seller satisfying it obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors,in connection with the execution and delivery by such Seller of this Agreement and the other Transaction DocumentsAncillary Agreements to which such Seller is a party does not, andor the performance of this Agreement and such other Transaction Documentsconsummation by such Seller will not, require any consent, approval, authorization or permit of or filing with or notification to, any third party, including, but not limited to, any Governmental or Regulatory Authority.the transactions contemplated hereby.

No Conflict; Required Filings and Consents. The execution and delivery by such Seller of this Agreement does not, andConflict. Neither the execution and delivery by such Seller of this Agreement or the other Transaction DocumentsAncillary Agreements to which such Seller is a party andnor the consummation or performance of this Agreement and such other Transaction Documentsany of the transactions contemplated hereunder or thereunder by Seller will not, # contravene, conflict withwith, or violateresult in a violation of or default under any Law applicableLegal Requirement or any Order to suchwhich Seller or the Subject Securities are subject, # violate or conflict with, or result in a default under, any of its respective Affiliates orcontract by which any property or asset of suchthe Seller or any of its respective Affiliates is bound or affected; #the Subject to the Seller satisfying its obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, (iii) (A) require any consent or approval under or # give to others any right of termination, vesting, amendment, acceleration or cancellation of any Contract,Securities are bound, or # result in the imposition or creation of a Lien on any propertyEncumbrance upon or asset of Seller or any of its respective Affiliates. Subjectwith respect to the Subject Securities; except in the case of [clauses (a) and (b)])], which would not have a material adverse effect on Seller’s ownership and ability to transfer the Subject Securities. No action, consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made by Seller satisfying it obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors,in connection with the execution and delivery by such Seller of this Agreement and the other Transaction DocumentsAncillary Agreements to which such Seller is a party does not, andor the performanceconsummation by Seller of this Agreement and suchthe transactions contemplated hereby: except those that may be required solely by reason of Buyer’s (as opposed to any other Transaction Documents by such Seller will not, require any consent, approval, authorization or permit of or filing with or notification to, any third party, including, but not limited to, any Governmental or Regulatory Authority.party’s) participation in the transactions contemplated hereby.

No Conflict; Required Filings andConflicts; Consents. The executionexecution, delivery and deliveryperformance by such Seller of this Agreement does not, and the execution and delivery by such Seller of the other Transaction Documents to which such Seller is a party and the performance of this Agreement and such other Transaction Documents will not, # conflict with or violate any Law applicable to such Seller or any of its respective Affiliates or by which any property or asset of such Seller or any of its respective Affiliates is bound or affected; # Subject to the Seller satisfying its obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, (iii) (A) require any consent or approval under or # give to others any right of termination, vesting, amendment, acceleration or cancellation of any Contract, or # result in the creation of a Lien on any property or asset of Seller or any of its respective Affiliates. Subject to the Seller satisfying it obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, the execution and delivery by such SellerPurchaser of this Agreement and the other Transaction Documents to which such Sellerit is a party does not,party, and the performanceconsummation of the transactions contemplated hereby and thereby, do not and will not: # result in a violation or breach of any provision of the certificate of incorporation or by-laws of Purchaser; # result in a violation or breach of any provision of any Law or Governmental Order applicable to Purchaser; or # require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any agreement to which Purchaser is a party, except in the cases of [clauses (b) and (c)])], where the violation, breach, conflict, default, acceleration or failure to give notice would not have a material adverse effect on Purchaser's ability to consummate the transactions contemplated hereby. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Purchaser in connection with the execution and delivery of this Agreement and suchthe other Transaction Documents byand the consummation of the transactions contemplated hereby and thereby, and such Seller will not, require any consent, approval, authorizationconsents, approvals, Permits, Governmental Orders, declarations, filings or permit of or filing with or notification to, any third party, including, butnotices which would not limited to, any Governmental or Regulatory Authority.have a material adverse effect on Purchaser's ability to consummate the transactions contemplated hereby and thereby.

. Neither the execution, delivery and Consents. The execution and delivery by such Sellerperformance of this Agreement does not, andor the execution and deliveryAncillary Documents nor the consummation by such Seller of the other Transaction Documentstransactions contemplated hereby or thereby will # conflict with, violate or result in any breach of the terms, conditions or provisions of Seller’s articles of incorporation or by-laws, as amended and as currently in place, # conflict with, violate or result in any breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any agreement, lease, instrument, obligation, understanding or arrangement to which such Seller is a party and the performance of this Agreement and such other Transaction Documents will not, # conflict with or violate any Law applicable to suchby which Seller or any of its respective Affiliatesthe Property may be bound or subject, except for such defaults (or rights of termination, cancellation or acceleration), as to which requisite waivers or consents have been obtained or are to be obtained as contemplated herein, # violate any statute, ordinance or law or any rule, regulation, order, judgment, writ, injunction or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to Seller or by which any property or asset of such Seller or any of its respective Affiliates isproperties or assets may be bound or affected;subject, or # Subject to the Seller satisfying its obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, (iii) (A) require any filing, declaration or registration with, or permit, consent or approval underof, or # give to others any right of termination, vesting, amendment, acceleration or cancellationthe giving of any Contract, or # result in the creation of a Lien on any property or asset of Seller or any of its respective Affiliates. Subject to the Seller satisfying it obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, the execution and delivery by such Seller of this Agreement and the other Transaction Documents to which such Seller is a party does not, and the performance of this Agreement and such other Transaction Documents by such Seller will not, require any consent, approval, authorization or permit of or filing with or notificationnotice to, any third party, including, but not limited to,person or entity, including any Governmentalpublic, governmental or Regulatory Authority.regulatory body, agency or authority.