No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions contemplated hereby will not # result in a violation of the organizational documents of such Buyer, # conflict with, 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 rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party or # result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except, in the case of [clauses [(ii) and (iii) above]e]], for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.

No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions contemplated hereby will not # result in a violation of the organizational documents of such Buyer, or # conflict with, 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 rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a partyparty, or # result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except,except in the case of [clauses [(ii) and (iii) above]e]], for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.

No Conflicts. The execution, delivery and performance by suchthe Buyer of this AgreementAgreement, the issuance and sale of the Shares and the consummation by such Buyerit of the transactions contemplated hereby and thereby do not and will not # result in a violationconflict with or violate any provision of the Buyer's certificate or articles of incorporation, bylaws or other organizational documents of such Buyer,or charter documents, or # conflict with, or constitute a default (or an event whichthat with notice or lapse of time or both would become a default) under, result in the creation of any lien upon any of the properties or assets of the Buyer, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenturecredit facility, debt or other instrument (evidencing a Buyer debt or otherwise) or other understanding to which suchthe Buyer is a party or by which any property or asset of the Buyer is bound or affected, or # conflict with or result in a violation of any law, rule, regulation, order, judgmentjudgment, injunction, decree or decreeother restriction of any court or governmental authority to which the Buyer is subject (including federal and state securities laws) applicable to such Buyer, except,laws and regulations), or by which any property or asset of the Buyer is bound or affected; except in the case of each of [clauses [(ii)(ii) and (iii) above]e]], for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.)].

The execution,execution and delivery and performance by suchthe Buyer of this Agreement and the other Transaction Documents to which it is (or will be) a party, and the consummation by such Buyer of the transactions contemplated hereby will notor thereby, do not: # conflict with or result in a violation of # any provision of the organizational documents of suchthe 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 (or an event which with notice or lapse of time or both would become a default) under, or give rise to others any rightsright of termination, amendment,modification, cancellation or acceleration under, # any note, bond, mortgage, indenture, deed of trust, Contract, commitment, arrangement, license, agreement, lease or cancellation of, any agreement, indentureother instrument or instrumentobligation to which suchthe 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 # result in a violation of any law, rule, regulation, order, judgmentmaterial license, permit, authorization, consent, Order or decree (including federal and state securities laws)approval of, or registration, declaration or filings with, any Governmental Authority that is applicable to such Buyer, except, in the case of [clauses [(ii) and (iii) above]e]], for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.Buyer.

The execution, delivery and performance by such Buyer of this Agreement and/or the Transaction Documents by the Buyer and the consummation by such Buyer of the transactions contemplated hereby or thereby by the Buyer will not # violate, conflict with, or result in a violationany breach of, any provision of the organizational documentsBuyer’s articles of such Buyer,incorporation or bylaws; # violate, conflict with, result in any breach of, or constitute a default (or an event whichthat, with notice or lapse of time or bothboth, would becomeconstitute a default) under,under any contract or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrumentjudgment to which suchthe Buyer is a party or by which it is bound or # result in a violationviolate any applicable law, statute, rule, ordinance or regulation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except, in the case of [clauses [(ii) and (iii) above]e]], for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.governmental body.

No Conflicts. The execution,execution and delivery and performance by such Buyer of this Agreement and the consummationother documents and agreements to be executed by such BuyerPurchaser as contemplated hereunder, the consummation of the transactions contemplated hereby or thereby, and the compliance with the terms and conditions hereof or thereof will not # contravene any provision of law to which Purchaser is subject or any statute, decree, rule, regulation, injunction, judgment, order, decree, ruling, charge, or other restriction binding upon Purchaser or contravene any order or permit applicable to Purchaser; or # conflict with, result in a violation of the organizational documents of such Buyer, # conflict with, orbreach of, constitute a default (or an event which withunder, result in the acceleration of any obligation under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenturecontract, lease, license, instrument, or instrumentother arrangement to which such BuyerPurchaser is a party or # result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except, in the case of [clauses [(ii) and (iii) above]e]], for such conflicts, defaults, rights or violationsby which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.it is bound.

. Neither the execution, delivery andor performance by such Buyer of this Agreement andor the Ancillary Documents nor the consummation by such Buyer of the transactions contemplated hereby or thereby will not # conflict with, violate or result in a violationany breach of the organizational documentsterms, conditions or provisions of such Buyer,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 an event which with notice or lapse of time or both would become a default) under, or give rise to others any rightsright of termination, amendment, accelerationcancellation or cancellation of,acceleration) under, any of the terms, conditions or provisions of any agreement, indenturelease, instrument, obligation, understanding or instrumentarrangement to which such 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, # result in a violation ofviolate any law,statute, ordinance or law or any rule, regulation, order, judgmentjudgment, writ, injunction or decree (including federal and state securities laws)of any court or of any public, governmental or regulatory body, agency or authority applicable to such Buyer, except, inBuyer 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 casegiving of [clauses [(ii) and (iii) above]e]], for such conflicts, defaults, rightsany notice to, any person or violations which could not, individuallyentity, including any public, governmental or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.regulatory body, agency or authority.

The execution, delivery and performance by such Buyerthe Creditor of this Agreement and the consummation by such Buyerthe Creditor of the transactions contemplated hereby and thereby will not # result in a violation of the organizational documents of such Buyer,the Creditor or # conflict with, 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 rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyerthe Creditor is a partyparty, or # result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except,the Creditor, except in the case of [clauses [(ii)B) and (iii)(C) above]e]], for such conflicts, defaults, rights or violations which couldwould not, individually or in the aggregate, reasonably be expected to have a material adverse effectMaterial Adverse Effect on the ability of such Buyerthe Creditor to perform its obligations hereunder.

Section # Absence of Conflicts. The execution, delivery and performance by such Buyer of this Agreementthe Transaction Documents and the consummation by such Buyer of the transactions contemplated hereby willthereby do not and shall not # result inconflict with or constitute a violationbreach or default under any provision of the organizational documents of such Buyer, # conflict with,with or constitute a material breach of or material default (or an event which with noticeunder any provision of # any Applicable Law or lapse of timeJudgment applicable to Buyer or both would become a default) under, or give to others# any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrumentContract to which such Buyer is a party or # result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except, in the case of [clauses [(ii) and (iii) above]e]],by which Buyer is bound, except for such conflicts, defaults, rightsbreaches or violations which could not,defaults that, individually or in the aggregate, would not reasonably be expected to haveresult in a material adverse effect on the ability of such Buyer to perform its obligations hereunder.Material Adverse Effect.

No Conflicts. The execution,execution and delivery and performance by such Buyer of this AgreementAgreement, the other documents and agreements to be executed by Seller as contemplated hereunder, the consummation by such Buyer of the transactions contemplated hereby and thereby, and compliance with the terms and conditions hereof or thereof will not # contravene any provision of law to which Seller is subject or any statute, decree, rule, regulation, injunction, judgment, order, decree, ruling, charge, or other restriction binding upon Seller or contravene any order or permit applicable to Seller, # conflict with or result in a violationany breach of the organizational documents of such Buyer, # conflict with,any terms, covenants, conditions or provisions of, or constitute a default (or an event which with(with or without the giving of notice or lapsepassage of time or both would becomeboth) under the Articles of Organization or Operating Agreement of Seller, # conflict with, result in a default)breach of, constitute a default under, result in the acceleration of any obligation under, create in any party the right to accelerate, terminate, modify or give to otherscancel, or require any rights of termination, amendment, acceleration or cancellation of,notice under, any agreement, indenturecontract, lease, license, instrument, or instrumentother arrangement to which such BuyerSeller is a partyparty, or by which Seller is bound, or to which Seller’s assets are subject, or # result in a violationthe attachment, creation or imposition of any law, rule, regulation, order, judgmentSecurity Interest upon any of the assets, rights, contracts or decree (including federal and state securities laws) applicable to such Buyer, except, in the caseother property of [clauses [(ii) and (iii) above]e]], for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.Seller.