No Conflict. The execution, delivery, and performance of this Agreement by Seller and the consummation of the transaction contemplated hereby will not violate, conflict with, or result in a breach or violation of the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller or any of the terms or provisions of, or constitute a default or cause an acceleration of any obligation under, or result in the imposition or creation of (or the obligation to create or impose) a lien or other encumbrance with respect to the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller, any bond, note, debenture, or other evidence of indebtedness or any indenture, mortgage, deed of trust, or other agreement or instrument to which the Seller is a party or by which it is bound, or to which any properties of the Seller are or may be subject, or contravene any order of any court or governmental agency or body having jurisdiction over the Company or any of its properties.

No Conflict.Conflicts. The execution, delivery,execution and performancedelivery of this AgreementAgreement, the other documents and agreements to be executed by Seller andas contemplated hereunder, the consummation of the transactiontransactions contemplated hereby and thereby, and compliance with the terms and conditions hereof or thereof will not violate,# 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,with or result in aany breach or violation of the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller or any of the termsterms, covenants, conditions or provisions of, or constitute a default (with or cause anwithout the giving of notice or passage of time or both) under the Articles of Organization or Operating Agreement of Seller, # conflict with, result in a 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 result in the impositioncancel, or creation of (or the obligation to create or impose) a lienrequire any notice under, any agreement, contract, lease, license, instrument, or other encumbrance with respectarrangement to the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller, any bond, note, debenture, or other evidence of indebtedness or any indenture, mortgage, deed of trust, or other agreement or instrument to which the Seller is a partyparty, or by which itSeller is bound, or to which Seller’s assets are subject, or # result in the attachment, creation or imposition of any propertiesSecurity Interest upon any of the Seller areassets, rights, contracts or may be subject, or contravene any orderother property of any court or governmental agency or body having jurisdiction over the Company or any of its properties.Seller.

The execution, delivery,execution and performancedelivery by the Buyer of this Agreement by Sellerand the other Transaction Documents to which it is (or will be) a party, and the consummation of the transactiontransactions contemplated hereby will notor 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 or violation of the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller or any of the terms or provisions of, or constitute a default or cause an acceleration of any obligation under, or result in the impositiongive rise to any right of termination, modification, cancellation or creation of (or the obligation to create or impose) a lien or other encumbrance with respect to the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller,acceleration under, # any note, bond, note, debenture, or other evidence of indebtedness or anymortgage, indenture, mortgage, deed of trust, Contract, commitment, arrangement, license, agreement, lease or other agreementinstrument or instrumentobligation to which the SellerBuyer is a party or by which it is bound,the Buyer may be bound or to which any properties of the Seller are orBuyer’s assets may be subject,subject or contraveneaffected in any ordermaterial respect and that, in each case, is material to the business of the Buyer, or # any courtmaterial license, permit, authorization, consent, Order or governmental agencyapproval of, or body having jurisdiction overregistration, declaration or filings with, any Governmental Authority that is applicable to the Company or any of its properties.Buyer.

The execution, delivery,execution and performancedelivery by the Seller of this Agreement by Sellerand any other Transaction Document to which it is (or will be) a party, and the consummation of the transactiontransactions contemplated hereby willor thereby, do not # conflict with or result in a violation of # any provision of the organizational documents of the Seller, or # any material Legal Requirement binding upon the Seller or by which any Acquired Assets are subject or bound, # violate, conflict with, or result in a breach or violation of the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller or any of the terms or provisions of, or constitute a default or cause an acceleration of any obligation under, or give rise to any right of termination, modification, cancellation or acceleration under # any license, permit, authorization, consent, Order or approval of, or registration, declaration or filings with, any Governmental Authority or # any Contract, or # result in the imposition or creation of (orany Encumbrance (other than a Permitted Encumbrance) upon the obligation to createproperties or impose) a lien or other encumbrance with respect to the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller, any bond, note, debenture, or other evidence of indebtedness or any indenture, mortgage, deed of trust, or other agreement or instrument to which the Seller is a party or by which it is bound, or to which any propertiesassets of the Seller arebeing sold or may be subject,transferred hereunder as would not, individually or contravenein the aggregate, adversely affect the Acquired Assets in any order of any court or governmental agency or body having jurisdiction over the Company or any of its properties.material respect.

. Neither the execution, delivery,delivery and performance of this Agreement or the Ancillary Documents nor the consummation by Seller and the consummation of the transactiontransactions contemplated hereby or thereby will not violate,# conflict with, violate or result in aany breach or violation of the organizational documentsterms, conditions or partnership agreement (or similar organizationalprovisions of Seller’s articles of incorporation or by-laws, as amended and governance documents) of the Selleras currently in place, # conflict with, violate or result in any of the terms or provisionsbreach of, or constitute a default (or give rise to any right of termination, cancellation or cause an accelerationacceleration) under, any of the terms, conditions or provisions of any obligation under,agreement, lease, instrument, obligation, understanding or result in the imposition or creation of (or the obligationarrangement to create or impose) a lien or other encumbrance with respect to the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller, any bond, note, debenture, or other evidence of indebtedness or any indenture, mortgage, deed of trust, or other agreement or instrument to which the Seller is a party or by which it is bound,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 properties of the Seller arestatute, ordinance or may be subject,law or contravene any orderrule, regulation, order, judgment, writ, injunction or decree of any court or of any public, governmental or regulatory body, agency or body having jurisdiction over the Companyauthority applicable to Seller or by which any of its properties.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.

No Conflict.Conflicts. The execution, delivery,delivery and performance by such Buyer of this Agreement by Seller and the consummation by such Buyer of the transactiontransactions contemplated hereby will not violate, conflict with, or# result in a breach or violation of the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller or any of the terms or provisions of,such Buyer, # conflict with, or constitute a default (or an event which with notice or cause an accelerationlapse of any obligationtime or both would become a default) under, or result in the impositiongive to others any rights of termination, amendment, acceleration or creation of (or the obligation to create or impose) a lien or other encumbrance with respect to the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller,cancellation of, any bond, note, debenture, or other evidence of indebtedness or any indenture, mortgage, deed of trust, or other agreementagreement, indenture or instrument to which the Sellersuch Buyer is a party or by which it is bound, or to which any properties of the Seller are or may be subject, or contravene any order# result in a violation of any courtlaw, rule, regulation, order, judgment or governmental agencydecree (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 body having jurisdiction overviolations which could not, individually or in the Company or anyaggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its properties.obligations hereunder.

No Conflict.Conflicts. The execution, delivery,delivery and performance by such Buyer of this Agreement by Seller and the consummation by such Buyer of the transactiontransactions contemplated hereby will not violate, conflict with, or# result in a breach or violation of the organizational documents of such Buyer, or partnership agreement (or similar organizational and governance documents) of the Seller or any of the terms or provisions of,# conflict with, or constitute a default (or an event which with notice or cause an accelerationlapse of any obligationtime or both would become a default) under, or result in the impositiongive to others any rights of termination, amendment, acceleration or creation of (or the obligation to create or impose) a lien or other encumbrance with respect to the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller,cancellation of, any bond, note, debenture, or other evidence of indebtedness or any indenture, mortgage, deed of trust, or other agreementagreement, indenture or instrument to which the Sellersuch Buyer is a partyparty, or by which it is bound, or to which any properties of the Seller are or may be subject, or contravene any order# result in a violation of any courtlaw, rule, regulation, order, judgment or governmental agencydecree (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 body having jurisdiction overviolations which could not, individually or in the Company or anyaggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its properties.obligations hereunder.

Non-contravention. Neither the execution and performancethe delivery of this Agreement bynor the Ancillary Agreements to which Seller andis a party, nor the consummation of the transactionPartnership Buyout or the grant of the Buyer Options contemplated herebyhereby, will not violate,# violate or conflict with any Law or Order to which Seller is subject, # conflict with, or result in a breach or violation of the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller or any of the terms or provisions of, or constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cause an accelerationcancel, or require any notice under any Contract to which Seller is a party or by which Seller is bound or to which any of any obligation under, orSeller’s assets is subject, # result in the imposition or creation of (or the obligation to createa Lien upon or impose) a lien or other encumbrance with respect to the organizational documentsPartnership Securities or partnership agreement (or similar organizational and governance documents)# violate any provision of the Seller, any bond, note, debenture, or other evidenceOrganizational Documents of indebtedness or any indenture, mortgage, deed of trust, or other agreement or instrument to which the Seller is a party or by which it is bound, or to which any properties of the Seller are or may be subject, or contravene any order of any court or governmental agency or body having jurisdiction over the Company or any of its properties.Seller.

The execution, delivery,delivery and performance of this Agreement and each Ancillary Agreement by Seller do not and the consummation of the transaction contemplated hereby will not violate,# violate or conflict with, or result in a breach or violation ofwith the organizational documents of Seller, # conflict with or partnership agreement (or similar organizational and governance documents) of the Sellerviolate any Law applicable to Seller, or # result in any of the terms or provisionsbreach of, or constitute a default (or event that, with the giving of notice or cause anlapse of time, or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any obligation under,contracts to which Seller or its Affiliates are a party (provided that the representation in this [clause (iii)] shall expressly exclude any contracts to which a Purchased Asset is subject to and which the Purchaser has knowledge of as of the date hereof), or # result in the imposition or creation of (orany encumbrance on the obligation to create or impose) a lien or other encumbrance with respect to the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller, any bond, note, debenture, or other evidence of indebtedness or any indenture, mortgage, deed of trust, or other agreement or instrument to which the Seller is a party or by which it is bound, or to which any properties of the Seller are or may be subject, or contravene any order of any court or governmental agency or body having jurisdiction over the Company or any of its properties.Purchased Assets;

Noncontravention. The execution, delivery,delivery and performance by the Seller of this Agreement by Seller and the consummation of the transactiontransactions contemplated hereby willhereby, do not violate,and shall not # conflict with or violate any provision of its constitutional documents, any applicable Law or any Governmental Order to which the Seller is subject or # conflict with, or result in aany breach of or violationcreation of the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller or any of the terms or provisions of, oran Encumbrance under, constitute a default (with or cause an accelerationwithout notice or lapse of time, or both) under, require any obligationnotice or consent under, or result in the impositiongive to others any rights of termination, acceleration or creation of (or the obligation to create or impose) a lien or other encumbrance with respect to the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller,cancellation of, any bond, note, debenture, or other evidence of indebtedness or any indenture, mortgage, deed of trust, or other agreement or instrumentContract to which the Seller is a party or by which it is bound,bound or to which any properties of the Seller are or may be subject, or contravene any order of any court or governmental agency or body having jurisdiction over the Company or any of its properties.assets or properties are subject, other than, in the case of # above, any such conflicts, breaches, defaults, accelerations or rights that would not materially impair or delay the Seller’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby and thereby.