Non-Performance by Buyer. Except if Force Majeure conditions prevent same, in which case the time period below shall be extended to account for any Force Majeure delays, if after two (2) years from the Closing Date Buyer has not acquired the Data, Buyer shall assign all of its rights, titles and interests in the Existing Leases and any New Leases to Seller, at no cost to Seller.

Section # Absence of Conflicts. The execution, delivery and performance by Buyer of the Transaction Documents and the consummation of the transactions contemplated thereby do not and shall not # conflict with or constitute a breach or default under any provision of the organizational documents of Buyer, # conflict with or constitute a material breach of or material default under any provision of # any Applicable Law or Judgment applicable to Buyer or # any Contract to which Buyer is a party or by which Buyer is bound, except for such breaches or defaults that, individually or in the aggregate, would not reasonably be expected to result in a Buyer Material Adverse Effect.

. Neither the execution and delivery of this Agreement or any of the Ancillary Agreements to which the Buyer is a party nor the consummation or performance of any of the transactions contemplated hereunder or thereunder by the Buyer will # contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of the Buyer, # contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the Buyer is subject, or # violate or conflict with, result in a default under, or give any Person the right to exercise any remedy under any material Contract to which the Buyer is subject. 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 the Buyer in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which the Buyer is a party, or the consummation by the Buyer of any of the transactions contemplated hereby or thereby.

Notwithstanding anything to the contrary contained herein, if Buyer becomes aware that # Seller’s representation in Section 15(a) is inaccurate or # it is impracticable for Seller to satisfy the Requirements or # Seller is in default under this Paragraph 15, then Buyer shall promptly provide written notice thereof to Seller (the “Buyer’s Notice”). Buyer shall have all rights at law and in equity to enforce this Paragraph 15 unless Seller, within forty-five (45) days after the date of the Buyer’s Notice, # cures any breach or default referenced in the Buyer’s Notice, # obtains all Expansion Permits and Approvals and # assigns all Expansion Permits and Approvals to Buyer. In no event shall Buyer recover more than $50,000 in damages as a result of any Seller breach or default under this Paragraph 15.

If Buyer fails to close this transaction at no fault of Seller, Buyer will be irrevocably deemed in default of this Agreement. Upon default by Buyer, Seller may, as its option, retain the Earnest Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have cancelled this Agreement and relinquish all rights in and to the Property, or Seller may exercise its rights hereunder. If this Agreement is not cancelled and the Earnest Money is deposited by Buyer as required by Section 4 hereof, the Review Period will be deemed satisfied by Buyer and shall be deemed to have expired as provided in Section 4.

Each of the material contracts, agreements and understandings is in full force and effect, except where the failure to be in full force and effect would not have a Company Material Adverse Effect against the Company. To the knowledge of the Buyer, there are no existing defaults by the Buyer thereunder, which default would result in an Buyer Material Adverse Effect and the other parties are not in default of any of the material contracts, agreements and understandings.

No Default; Event of Default. No Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms.

No Default or Unmatured Default. No Default or Unmatured Default has occurred and is continuing.

Cross-Default. (i) Any Loan Party or any Restricted Subsidiary thereof # fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, but after giving effect to any applicable grace or cure periods) in respect of any Indebtedness or Guarantee thereof (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount of more than the Threshold Amount, or # fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee thereof or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee thereof (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee thereof to become payable or cash collateral in respect thereof to be demanded; or # there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from # any event of default under such Swap Contract as to which a Loan Party or any Restricted Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or # any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Restricted Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Restricted Subsidiary as a result thereof is greater than the Threshold Amount; or

No Default. Neither any Loan Party nor any Restricted Subsidiary is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document