SECTION # Noncontravention. The execution, delivery and performance of this Agreement and the Ancillary Agreements by Buyer does not, and, subject to obtaining Buyer’s Required Consents, the consummation by Buyer of the transactions contemplated hereby and thereby will not contravene or violate any provision of # the Organizational Documents of Buyer, # any mortgage, lease, franchise, license, permit, agreement or other instrument to which Buyer is a party or by which Buyer is bound, or result in the termination or acceleration thereof, or entitle any party to accelerate any obligation or indebtedness thereunder, or # any Law or Order to which Buyer is subject or by which any property or asset of Buyer is bound or affected; except, in the case of clauses (b) and (c), as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on Buyer’s ability to perform its obligations hereunder or thereunder or to consummate the transactions contemplated hereunder or thereunder.

SECTION # Noncontravention. The execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller does not, and, subject to Seller obtaining the Seller’s Required Consents, the consummation by Seller of the transactions contemplated hereby and thereby will not # contravene, violate or result in any breach of (with or without notice or lapse of time, or both) any provision of # the Organizational Documents of Seller, # except for matters set forth in Section 3.04 of the Seller Disclosure Letter, any Material Contract or Permit to which Seller is a party or by which any of the Acquired Assets are bound, or result in the termination or acceleration thereof, or entitle any party to terminate or cancel any such Material Contract or Permit, or entitle any party to accelerate any obligation or indebtedness thereunder, or give any party thereunder any increased, additional, accelerated or guaranteed rights or entitlements, or give any party the right to Consent thereunder, or # any Law or Order to which Seller is subject or by which any Acquired Asset is bound or affected, or # result in the imposition or creation of any Lien upon, or with respect to, any material Acquired Assets; except, in the case of clauses (a)(ii), (a)(iii) or (b), as would not, individually or in the aggregate, # be material to the ownership or operation of the Facility or # reasonably be expected to result in a material adverse effect on Seller’s ability to perform its obligations hereunder or thereunder or to consummate the transactions contemplated hereunder or thereunder.

. 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.

. 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.

. 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, including any applicable anti-money laundering (or similar) Legal Requirements, or # violate or conflict with, result in a default under, or give any Person the right to exercise any remedy under, to accelerate the maturity or performance of, or to cancel, terminate or modify, 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.

Non-Contravention. Neither the execution and delivery of this Agreement or any Ancillary Document by a Buyer Party, nor the consummation of the transactions contemplated hereby or thereby, will violate or conflict with or (with or without notice or the passage of time or both) constitute a breach or default under # any provision of the Governing Documents of either Parent or Buyer, # any Law or Order to which the Buyer Parties or any of their business or assets are bound or subject or # any Contract or Permit to which any of the Buyer Parties is a party or by which the Buyer Parties or any of their properties may be bound or affected, other than, in the cases of [clauses (a) through (c)], such violations and conflicts which would not reasonably be expected to have a Buyer Party Material Adverse Effect.

. Neither the execution, delivery or performance of this Agreement or the Ancillary Documents nor the consummation by Buyer of the transactions contemplated hereby or thereby will # conflict with, violate or result in any breach of the terms, conditions or provisions of Buyer’s governing documents, 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 Buyer is a party or by which Buyer 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, # 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 Buyer or by which any of its properties or assets may be bound or subject, or # require any filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any person or entity, including any public, governmental or regulatory body, agency or authority.

The execution and delivery by the Buyer of this Agreement and the other Transaction Documents to which it is (or will be) a party, and the consummation of the transactions contemplated hereby or thereby, do not: # conflict with or result in a violation of # any provision of the organizational documents of the Buyer, or # any Order, decree, statute, law, ordinance, rule or regulation in any material respect binding upon the Buyer; or # violate, conflict with, or result in a breach of any of the terms of, or constitute a default under, or give rise to any right of termination, modification, cancellation or acceleration under, # any note, bond, mortgage, indenture, deed of trust, Contract, commitment, arrangement, license, agreement, lease or other instrument or obligation to which the Buyer is a party or by which the Buyer may be bound or to which any of the Buyer’s assets may be subject or affected in any material respect and that, in each case, is material to the business of the Buyer, or # any material license, permit, authorization, consent, Order or approval of, or registration, declaration or filings with, any Governmental Authority that is applicable to the Buyer.

Non-contravention. Neither the execution and the delivery of this Agreement nor the Ancillary Agreements to which Buyer is a party, nor the consummation of the Partnership Buyout or the grant of the Seller Options contemplated hereby, will # violate or conflict with any Law or Order to which Buyer is subject, # violate any provision of the Organizational Documents of Buyer or # conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any Contract to which Buyer is a party or by which it is bound or to which any of its assets is subject.

No Conflict. Except as set forth on [Schedule 4.1.1], neither the execution and delivery of this Agreement or the Ancillary Agreements to which the Company is a party nor the consummation or performance of any of the transactions contemplated hereunder or thereunder by the Company will # contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of the Company, # contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the Company is subject, # assuming all Consents are obtained, violate or conflict with, or result in a default or require notice under, or give any Person the right to exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Material Contract, or # result in the imposition or creation of any Encumbrance upon or with respect to any of the material assets owned, leased or licensed by the Company. 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 Company in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party or the consummation by the Company of any of the transactions contemplated hereby or thereby except those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in the transactions contemplated hereby.