Consents and Approvals; No Violations. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not # violate any statute, rule, regulation, order or decree of any governmental authority by which Seller is bound or by which any of Seller’s properties or assets are bound; # except as set forth herein, require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or any other person or entity; # result in a violation or breach of, or constitute a default under, any license, franchise, permit, agreement or instrument to which Seller is a party or by which Seller or any of Seller’s properties or assets are bound; # constitute an event which, with notice or lapse of time or both, would permit any person or entity to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness for borrowed money or material obligations of Seller under, any contract to which Seller is a party or by which any of Seller’s properties or assets are bound; or # result in the creation of, or imposition of any lien or encumbrance upon, the Shares or any of Seller’s other properties or assets under any debt, obligation, contract, commitment or other agreement to which Seller is a party or by which any of its properties or assets are bound.

Consents and Approvals; No Violations. The execution and delivery of this Agreement by SellerBuyer and the consummation by SellerBuyer of the transactions contemplated hereby will notnot: # violate any provision of the organizational documents of Buyer; # violate any statute, rule, regulation, order or decree of any governmental authority by which SellerBuyer is bound or by which any of Seller’sits properties or assets are bound; # except as set forth herein, require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or any other person or entity; # result in athe violation or breach of, or constitute a default under, any license, franchise, permit, agreement or instrument to which SellerBuyer is a party or by which SellerBuyer or any of Seller’sits properties or assets are bound; # constitute an event which, with notice or lapse of time or both, would permit any person or entity to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness for borrowed money or material obligations of SellerBuyer under, any contract to which SellerBuyer is a party or by which any of Seller’sits properties or assets are bound; orand # result in the creation of, or imposition of any lien or encumbrance upon, the Shares or any of Seller’Buyer’s other properties or assets under any debt, obligation, contract, commitment or other agreement to which SellerBuyer is a party or by which any of its properties or assets are bound.

Consents and Approvals; No Violations. TheConsents, Approvals, Violations or Breaches. Neither the execution and delivery of this Agreement by Seller andthe Sellers, nor the consummation by SellerSellers of the transactions contemplated herebyherby, will not# require any consent, approval, authorization or permit of, or filing, registration or qualification with or prior notification to, any governmental or regulatory authority under any law of the United States, any state or any political subdivision thereof applicable to Sellers, # violate any statute, rule, regulation, orderlaw, ordinance, rule or regulation of the United States, any state or any political subdivision thereof, or any judgment, order, writ, decree of any governmental authority by which Seller is bound or by whichinjunction applicable to Sellers or any of Seller’sSellers' properties or assets are bound;assets, the violation of which would have a material adverse effect upon Sellers, or # except as set forth herein, require any filingviolate, conflict with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or any other person or entity; # result in a violation or breach of any provisions of, or constitute a default (or any event which, with or without due notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mo1tgage, indenture, deed of trust, license, franchise, permit,lease, agreement or other instrument or obligation to which Seller isSellers are a party or by which SellerSellers or any of Seller’sSellers' properties or assets are bound; # constitute an event which, with notice or lapse of time or both,may be bound which would permit any person or entity to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness for borrowed money orhave a material obligations of Seller under, any contract to which Seller is a party or by which any of Seller’s properties or assets are bound; or # result in the creation of, or imposition of any lien or encumbrance upon, the Shares or any of Seller’s other properties or assets under any debt, obligation, contract, commitment or other agreement to which Seller is a party or by which any of its properties or assets are bound.adverse effect upon Sellers.

ConsentsThe execution, delivery and Approvals; No Violations. The execution and deliveryperformance by the Seller of this Agreement by Seller and the consummation by the Seller of the transactions contemplated herebyTransaction do not and will notnot: # violate any statute, rule, regulation, orderdecree or decreejudgment of any court or other governmental authority byapplicable to or binding on the Seller; # violate any provision of any federal or state statute, rule or regulation which is, to the Seller’s knowledge, applicable to the Seller; or # violate any contract to which the Seller is bound or by which any of Seller’sits assets or properties are bound, or assets are bound; # except as set forth herein, require any filingconflict with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or any other person or entity; # result in a violation or breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any license, franchise, permit, agreementrights of termination, amendment, acceleration or cancellation of , any agreement, indenture or instrument to which Seller is a partyparty. No consent or by which Sellerapproval of, or filing with, any of Seller’s propertiesgovernmental authority or assets are bound; # constitute an event which, with notice or lapse of time or both, would permit anyother person or entity to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness for borrowed money or material obligations of Seller under, any contract to which Seller isnot a party hereto is required for the execution, delivery and performance by the Seller of this Agreement or by which anythe consummation of Seller’s properties or assets are bound; or # result in the creation of, or imposition of any lien or encumbrance upon, the Shares or any of Seller’s other properties or assets under any debt, obligation, contract, commitment or other agreement to which Seller is a party or by which any of its properties or assets are bound.Transaction.

Consents and Approvals; No Violations. The executionexecution, delivery and deliveryperformance by Seller of this Agreement by Sellerand the other agreements and documents contemplated hereby, including the Letter of Authorization, and the consummation by Seller of the transactions contemplated herebyTransactions will not # violate any statute, rule, regulation, order or decree of any governmental authority by which Seller or Seller Stock is bound or by which any of Seller’s properties or assets are bound; # except as set forth herein, require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or any other person or entity; # result in a violation or breach of, or constitute a default under, or result in the creation of any Lien upon, or create any rights of termination, cancellation or acceleration in any person or entity with respect to any agreement, contract, license, franchise, permit, indenture, mortgage or instrument, including without limitation any will or trust agreement relating to Seller or instrumenthis assets, to which Seller is a party or by which Seller or any of Seller’s properties or assets are bound; # constitute an event which, with notice or lapse of time or both, would permit any person or entity to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness for borrowed money or material obligations of Seller under, any contract to which SellerStock is a party or by which any of Seller’s properties or assets are bound; or # result in the creation of, or imposition of any lien or encumbrance upon, the Shares or any of Seller’s other properties or assets under any debt, obligation, contract, commitment or other agreement to which Seller is a party or by which any of its properties or assets are bound.

ConsentsAuthorization; No Contravention. The execution, delivery and Approvals; No Violations. The execution and deliveryperformance of this Agreement bythe Seller and the consummation by Seller of the transactions contemplated herebyby this Agreement do not and will not # violate # any statute, rule, regulation, orderprovision of any law or any governmental rule or regulation applicable to it, # any of its organizational documents or # any order, judgment or decree of any governmental authority by which Seller is boundcourt or by which anyother agency of Seller’sgovernment binding on it or its properties or assets are bound;(except where the violation could not reasonably be expected to have a material adverse effect on the Purchaser); # except as set forth herein, require any filingconflict with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or any other person or entity; # result in a violation or breach of,of or constitute a default under, any license, franchise, permit, agreement or instrument to which Seller is a party or by which Seller or any of Seller’s properties or assets are bound; # constitute an event which, with(with due notice or lapse of time or both, would permit any person or entity to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness for borrowed money or material obligations of Seller under, any contract to which Seller isboth) a party or by whichdefault under any of Seller’s properties or assets are bound; orits contractual obligations (except where the violation could not reasonably be expected to have a material adverse effect on the Purchaser); # result in or require the creation of, or imposition of any lien or encumbrance upon, the Shares or any of Seller’s other properties or assets under any debt, obligation, contract, commitment or other agreement to which Seller is a party or by whichLien upon any of its properties or assets are bound.(other than any Liens created under the Indenture in favor of the Collateral Trustee for the benefit of the Secured Parties); or # require any approval of its stockholders, members or partners or any approval or consent of any other Person.

Consents and Approvals; No Violations.Approvals. The executionexecution, delivery and deliveryperformance by the Seller of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby willdo not # violate any statute, rule, regulation, order or decree of any governmental authority by which Seller is bound or by which any of Seller’s properties or assets are bound; # except as set forth herein,and shall not require any filingconsent of, action by or in respect of, or filing, submission or registration with, or permit, consent or approval of, or the giving of any notice to, any governmental authorityGovernmental Authority or any other personPerson (each, an “Authorization”) to be obtained or entity;made by the Seller, except # result infor such Authorizations as have already been obtained or made by the Seller before the date hereof, # for the filing of a violation[Schedule 13D] or breach of, or constitute a default under, any license, franchise, permit, agreement or instrument to whichan amended [Schedule 13G] by the Seller is a party or by which Seller or any of Seller’s properties or assets are bound; # constitute an event which, with notice or lapse of time or both, would permit any person or entity to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness for borrowed money or material obligations of Seller under, any contract to which Seller is a party or by which any of Seller’s properties or assets are bound;SEC, or # resultas otherwise explicitly agreed by the Parties or provided in the creation of, or imposition of any lien or encumbrance upon, the Shares or any of Seller’s other properties or assets under any debt, obligation, contract, commitment or other agreement to which Seller is a party or by which any of its properties or assets are bound.this Agreement.

Consents. Neither the execution, delivery and Approvals; No Violations. The execution and deliveryperformance of this Agreement by Seller andor the Ancillary Documents nor the consummation by Seller of the transactions contemplated hereby or thereby will not# 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 Seller is a party or by which Seller or any of the 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, orderorder, judgment, writ, injunction or decree of any court or of any public, governmental or regulatory body, agency or authority by whichapplicable to Seller is bound or by which any of Seller’sits properties or assets are bound;may be bound or subject, or # except as set forth herein, require any filingfiling, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or any other person or entity; # result in a violationentity, including any public, governmental or breach of,regulatory body, agency or constitute a default under, any license, franchise, permit, agreement or instrument to which Seller is a party or by which Seller or any of Seller’s properties or assets are bound; # constitute an event which, with notice or lapse of time or both, would permit any person or entity to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness for borrowed money or material obligations of Seller under, any contract to which Seller is a party or by which any of Seller’s properties or assets are bound; or # result in the creation of, or imposition of any lien or encumbrance upon, the Shares or any of Seller’s other properties or assets under any debt, obligation, contract, commitment or other agreement to which Seller is a party or by which any of its properties or assets are bound.authority.

ConsentsNo Conflicts; Consents. The execution, delivery and Approvals; No Violations. The execution and deliveryperformance by Purchaser of this Agreement by Sellerand the other Transaction Documents to which it is a party, and the consummation by Seller of the transactions contemplated hereby and thereby, do not and will not # violate any statute, rule, regulation, order or decree of any governmental authority by which Seller is bound or by which any of Seller’s properties or assets are bound; # except as set forth herein, require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or any other person or entity;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, or constitute a default under, any license, franchise, permit, agreementunder or instrument to which Seller is a party or by which Seller or any of Seller’s properties or assets are bound; # constitute an event which, with notice or lapse of time or both, would permit any person or entity to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness for borrowed money or material obligations of Seller under, any contract to which Seller is a party or by which any of Seller’s properties or assets are bound; or # result in the creation of, or impositionacceleration of any lien or encumbrance upon, the Shares or any of Seller’s other properties or assets under any debt, obligation, contract, commitment or other agreement to which SellerPurchaser is a partyparty, 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 the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which any of its properties or assets are bound.would not have a material adverse effect on Purchaser's ability to consummate the transactions contemplated hereby and thereby.

ConsentsSection # No Conflicts; Consents. The execution, delivery, and Approvals; No Violations. The execution and deliveryperformance by the Purchaser of this Agreement by SellerAgreement, and the consummation by Seller of the transactions contemplated herebyhereby, do not and will notnot: # violate any statute, rule, regulation, orderconflict with or decree of any governmental authority by which Seller is bound or by which any of Seller’s properties or assets are bound; # except as set forth herein, require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or any other person or entity; # result in a violation or breach of, or constitute a default under, any license, franchise, permit,provision of its operating agreement or instrumentother organizational documents of the Purchaser; # conflict with or result in a violation or breach of any provision of Law or Governmental Order applicable to the Purchaser; or # require the consent, notice, or other action by any Person under any Contract to which Sellerthe Purchaser is a partyparty. No consent, approval, Permit, Governmental Order, declaration, or filing with, or notice to, any Governmental Authority is required by which Seller or anywith respect to the Purchaser in connection with the execution and delivery of Seller’s properties or assets are bound; # constitute an event which, with notice or lapsethis Agreement and the consummation of time or both, would permit any person or entity to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness for borrowed money or material obligations of Seller under, any contract to which Seller is a party or by which any of Seller’s properties or assets are bound; or # result in the creation of, or imposition of any lien or encumbrance upon, the Shares or any of Seller’s other properties or assets under any debt, obligation, contract, commitment or other agreement to which Seller is a party or by which any of its properties or assets are bound.transactions contemplated hereby.