. 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.

Default Interest. Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration, by mandatory prepayment or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to # in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided above, # in the case of overdue interest on any principal of any Loan, 2% plus the rate otherwise applicable to such principal as provided above and # in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph # of this Section.

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

Cross-Default. (i) Any Loan Party or any Significant Subsidiary (or any group of Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary) # fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or # fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee in excess of the Threshold Amount 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 (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 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 any Borrower or any Restricted Subsidiary is the Defaulting Party (as defined in such Swap Contract) or # any Termination Event (as so defined) under such Swap Contract as to which any Borrower or any Restricted Subsidiary is an Affected Party (as defined in such Swap Contract) 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

Default Rate. After the occurrence and during the continuance of a Default described in Section 8.1(B) or, at the option of the Administrative Agent or at the direction of Required Lenders, after the occurrence and during the continuance of any other Default, the interest rate(s) applicable to the Obligations shall be equal to the then applicable rate plus two percent (2.0%) per annum, and the fee described in [Section 3.8(A)] shall be equal to the then Applicable L/C Fee Percentage plus two percent (2.0%) per annum.