No Conflict. The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder do not conflict with, or constitute a default or require any consent under, any contractual obligation of such Party.

The execution and delivery of this Agreement and the performance of the Seller's obligations hereunder do not and will not conflict with or result in a breach of any agreement, instrument, or understanding to which the Seller is a party or by which the Seller is bound.

The execution and delivery of this Agreement by such Party do not, and the performance by such Party of the transactions contemplated by this Agreement does not: # conflict with, or result in a violation or breach of, any provision of its charter or bylaws (or equivalent organizational documents); # conflict with, or result in any violation or breach of, or constitute (with or without notice of lapse of time, or both) a default under or require a consent or waiver under, any of the terms, conditions or provisions of any contractual restriction binding on such Party or affecting such Party or any of their assets; or # conflict with or violate any order or judgment of any court or other agency of government applicable to such Party or any of its assets.

the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of or default under any Binding Obligation existing as of the Effective Date.

No Conflict. The execution, delivery and performance of this Agreement by each Loan Party will not violate any requirement of law or contractual obligation of any Loan Party and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues.