Conflicting Agreements and Other Matters. To the best of Borrowers' knowledge, Borrowers are not in default in the performance of any obligation, covenant, or condition in any material agreement to which it is a party or by which it is bound. Borrowers are not a party to any contract or agreement or subject to any other restriction which materially and adversely affects their businesses, properties or assets, or financial conditions. Borrowers are not a party to or otherwise subject to any contract or agreement which restricts or otherwise affects the right or ability of Borrowers to execute the Loan Documents or the performance of any of their respective terms. Neither the execution nor delivery of any of the Loan Documents, nor fulfillment of nor compliance with their respective terms and provisions will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien (except those created by the Loan Documents) upon any of the properties or assets of Borrowers pursuant to, or require any consent, approval or other action by or any notice to or filing with any Tribunal (other than routine filings after the Closing Date with the Securities and Exchange Commission, any securities exchange and/or state blue sky authorities) pursuant to the certificates of formation and operating agreements or limited liability company agreements of Borrowers, as applicable, any award of any arbitrator, or any agreement, instrument or Law to which Borrowers are subject. The execution, delivery and performance by Borrowers of this Loan Agreement and the other Loan Documents do not and will not: # violate any terms of Borrowers' corporate governance documents, including without limitation Borrowers' certificates of formation, operating agreements or limited liability company agreements, # violate any provision of any judgment, decree or order of any court or governmental authority by which Borrowers are bound, or any provision of any law or regulation applicable to Borrowers, # result in default under any contract, obligation, indenture, or other instrument to which Borrowers are a party, # result in or require the imposition of any lien or encumbrance on any of Borrowers' property, or # require any authorization, approval or other action, by or noticed to, or filing with, any governmental authority, regulatory body, or any other Person not a signatory thereto.

No Conflicts. The execution, delivery and performance of this Agreement and the other Loan Documents by each Borrower, each Principal and/or each Guarantor, as applicable, will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of any Borrower pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement or other agreement or instrument to which any Borrower is a party or by which any of any Borrower’s property or assets is subject, except as would not be expected to result in a Material Adverse Change, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over any Borrower or any of any Borrower’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by any Borrower, any Principal and/or each Guarantor, as applicable, of this Agreement or any other Loan Documents has been obtained and is in full force and effect.

The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not # conflict with any of Borrower’s organizational documents, # contravene, conflict with, constitute a default under or violate any material Requirement of Law, # contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, # require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or # conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.