No Conflict. The execution, delivery and performance by the [[Organization A:Organization]] of, and the consummation by the [[Organization A:Organization]] of the transactions contemplated by, this Agreement and the Trust Agreement do not and will not # violate or conflict with the organizational documents of the [[Organization A:Organization]], # conflict with or violate any Law or Permit of any Governmental Entity applicable to the [[Organization A:Organization]] or by which it or its properties or assets is bound or subject, or # result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, acceleration or cancellation of, any agreement, lease, note, bond, loan or credit agreement, mortgage, indenture or other instrument, obligation or contract of any kind to which the [[Organization A:Organization]] or any of its subsidiaries is a party or by which the [[Organization A:Organization]] or any of its subsidiaries or any of their respective properties or assets is bound or affected, except, in the case of clauses (ii) and (iii))], any such conflicts, violations, breaches, loss of contractual benefits, defaults or rights that, individually or in the aggregate, do not have, and would not reasonably be

No Conflict. The execution, delivery and performance by the [[Organization A:Receiver:Organization]] of, and the consummation by the [[Organization A:Receiver:Organization]] of the transactions contemplated by, this Agreement and the Trust AgreementRelated Agreements do not and will not # violate or conflict with the organizational documents of the [[Organization A:Receiver:Organization]], # conflict with or violate any Law or Permit of any Governmental Entity applicable to the [[Organization A:Receiver:Organization]] or by which it or its properties or assets is bound or subject,subject or # result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, acceleration or cancellation of, any agreement, lease, note, bond, loan or credit agreement, mortgage, indenture or other instrument, obligation or contract of any kind to which the [[Organization A:Organization]] or any of its subsidiaries is a party or by which the [[Organization A:Organization]] or any of its subsidiaries or any of their respective properties or assets is bound or affected, except, in the case of clauses (ii) and (iii))], any such conflicts, violations, breaches, loss of contractual benefits, defaults or rights that, individually or in the aggregate, do not have, and would not reasonably be

No Conflict. The execution,execution and delivery and performance by the [[Organization A:Organization]] of, and the consummation by the [[Organization A:Organization]] of the transactions contemplated by, this Agreement does not, and the Trust Agreement do notconsummation of the Transactions and will not # violate or conflictcompliance with the organizational documents of the [[Organization A:Organization]], #terms hereof and thereof will not, conflict withwith, or violate any Law or Permit of any Governmental Entity applicable to the [[Organization A:Organization]] or by which it or its properties or assets is bound or subject, or # result in any breach of,violation of or constitute a default (or event which, with the giving of(with or without notice or lapse of time, or both, would become a default)both) under, or give rise to any Person any rightsa right of termination, cancellation or acceleration or cancellation of,of any agreement, lease, note, bond, loan or credit agreement, mortgage, indenture or other instrument, obligation or contractto loss of a material benefit under, or result in the creation of any kind to whichLien upon any of the properties or assets of [[Organization A:Organization]] under any provision of # [[Organization A:Organization]] Charter Documents, # any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or any of its subsidiariesother instrument (a “Contract”) to which [[Organization A:Organization]] is a party or by which the [[Organization A:Organization]] or any of its subsidiaries or any of their respective properties or assets is bound or affected, except,# subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to [[Organization A:Organization]] or its properties or assets, other than, in the case of clauses[clauses (ii) and (iii))] above], any such conflicts, violations, breaches, loss of contractual benefits, defaults or rightsitems that, individually or in the aggregate, dohave not have,had and would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict. TheConflicts; Consents. Except as set forth in [Schedule 4.3] of the Disclosure Schedules, the execution, delivery and performance by the [[Organization A:Organization]] of, and the consummation by the [[Organization A:Organization]] of the transactions contemplated by, this Agreement and the Trust Agreementother Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will notnot: # violateresult in a violation or conflict withbreach of any provision of the organizational documentscertificate of theincorporation or by-laws of [[Organization A:Organization]]; # result in a violation or breach of any provision of any Law or Governmental Order applicable to [[Organization A:Organization]], the Business or the Purchased Assets; or # require the consent, notice or other action by any Person under, conflict withwith, result in a violation or violate any Lawbreach of, constitute a default under or Permitresult in the acceleration of any Assumed Contract; 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. No consent, approval, Permit, Governmental Entity applicableOrder, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the [[Organization A:Organization]] or by which it or its properties or assets is bound or subject, or # result in any breach of, or constitute a default (or event which,connection with the givingexecution and delivery of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, acceleration or cancellation of, any agreement, lease, note, bond, loan or credit agreement, mortgage, indenture or other instrument, obligation or contract of any kind to which the [[Organization A:Organization]]this Agreement or any of its subsidiaries is a partythe other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or by which the [[Organization A:Organization]] or any of its subsidiaries or any of their respective properties or assets is bound or affected, except, in the case of clauses (ii) and (iii))], any such conflicts, violations, breaches, loss of contractual benefits, defaults or rights that, individually ornotices which, in the aggregate, do not have, and would not reasonably be have Material Adverse Effect.

No Conflict. The execution,Absence of Conflicts. Neither the execution and delivery and performance byof this Agreement, the [[Organization A:Organization]] of, andNote or the other Loan Documents nor consummation by the [[Organization A:Organization]] of the transactions herein or therein contemplated by, this Agreementnor performance of or compliance with the terms and the Trust Agreement do not andconditions hereof or thereof will not # violate or conflict with the organizational documents of the [[Organization A:Organization]],any law, # conflict with or violateresult in a breach of or a default under any Lawagreement or Permit of any Governmental Entity applicableinstrument to thewhich [[Organization A:Organization]] or by which it or its properties or assets is bound or subject, or # result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, acceleration or cancellation of, any agreement, lease, note, bond, loan or credit agreement, mortgage, indenture or other instrument, obligation or contract of any kind to which the [[Organization A:Organization]] or any of its subsidiaries is a party or by which the [[Organization A:Organization]] or anyeither of its subsidiariesthem or any of their respective properties (now owned or assets ishereafter acquired) may be subject or bound or affected, except,# result in the casecreation or imposition of clauses (ii) and (iii))], any such conflicts, violations, breaches, losslien, charge, security interest or encumbrance upon any property (now owned or hereafter acquired) of contractual benefits, defaults or rights that, individually or in the aggregate, do not have, and would not reasonably be [[Organization A:Organization]].

No Conflict. The execution, delivery and performance by the [[Organization A:Organization]]Ceding Company of, and the consummation by the [[Organization A:Organization]]Ceding Company of the transactions contemplated by, this Agreement and the Trust Agreement do not and will not # violate or conflict with the organizational documents of the [[Organization A:Organization]],Ceding Company, # conflict with or violate any Law or Permit of any Governmental Entity applicable to the [[Organization A:Organization]]Ceding Company or by which it or its properties or assets is bound or subject, or # result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, acceleration or cancellation of, any agreement, lease, note, bond, loan or credit agreement, mortgage, indenture or other instrument, obligation or contract of any kind to which the [[Organization A:Organization]]Ceding Company or any of its subsidiaries is a party or by which the [[Organization A:Organization]]Ceding Company or any of its subsidiaries or any of their respective properties or assets is bound or affected, except, in the case of clauses (ii) and (iii))], any such conflicts, violations, breaches, loss of contractual benefits, defaults or rights that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a material adverse effect on the Ceding Company’s ability to perform its obligations under this Agreement.

No Conflict. The execution,execution and delivery and performanceof this Agreement by the [[Organization A:Parties:Organization]] of, and the consummation byperformance of its obligations hereunder will not conflict with any provision of any law or regulation to which the [[Organization A:Parties:Organization]] of the transactions contemplated by, this Agreement and the Trust Agreement do not and will not # violateis subject, or conflict with the organizational documents of the [[Organization A:Organization]], # conflict with or violate any Law or Permit of any Governmental Entity applicable to the [[Organization A:Organization]] or by which it or its properties or assets is bound or subject, or #with, result in anya breach of, or constitute a default (or event which, withunder, any of the giving of noticeterms, conditions or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, acceleration or cancellation of, any agreement, lease, note, bond, loan or credit agreement, mortgage, indenture or other instrument, obligation or contractprovisions of any kindof the ​’s organizational documents or any agreement or instrument to which the [[Organization A:Parties:Organization]] or any of its subsidiaries is a party or by which it is bound, or any order or decree applicable to the [[Organization A:Parties:Organization]], or result in the creation or imposition of any lien on any of the ​’s assets or property, in each case which would materially and adversely affect the ability of the ​ to carry out the transactions contemplated by this Agreement; # There is no action, suit, proceeding or investigation pending or, to the ​’s knowledge, threatened against the ​ in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of this Agreement or any action taken in connection with the obligations of the ​ contemplated herein, or which would be likely to impair materially the ability of the ​ to perform under the terms of this Agreement; # The ​ is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the [[Parties:Organization]] or any of its subsidiaries or any of their respective properties or assets is bound or affected, except, in the case of clauses (ii)might have consequences that would materially and (iii))],adversely affect its performance under any such conflicts, violations, breaches, loss of contractual benefits, defaults or rights that, individually or in the aggregate, do not have, and would not reasonably be Operative Document;

Section # No Conflict. The execution, delivery and performance of the Transaction Documents by the [[Organization A:B:Organization]] of, and the consummation by the [[Organization A:B:Organization]] of the transactions contemplated by, this Agreementhereby and thereby (including, without limitation, the Trust Agreement do not andissuance of the Shares) will not # violateresult in a violation of the certificate of incorporation or conflict with theother organizational documents of the [[Organization A:B:Organization]] (with respect to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated), # conflict with or violate any Law or Permit of any Governmental Entity applicable to the [[Organization A:Organization]] or by which it or its properties or assets is bound or subject, or # result in any breach of,with, or constitute a default (or an event which,which with the giving of notice or lapse of time,time or both,both would become a default) under, or give to any Personothers any rights of termination, amendment, acceleration or cancellation of, any agreement, lease, note, bond, loan or credit agreement, mortgage, indenture or other instrument, obligation or contract of any kindinstrument to which the [[Organization A:B:Organization]] or any of its subsidiariesSubsidiaries is a partyparty, or # result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to [[Organization B:Organization]] or its Subsidiaries or by which theany property or asset of [[Organization A:B:Organization]] or any of its subsidiaries or any of their respective properties or assetsSubsidiaries is bound or affected,affected except, in the case of clauses[clause (ii) andor (iii))] above], anyto the extent such conflicts, violations, breaches, loss of contractual benefits, defaults or rights that, individually or in the aggregate, do not have, andviolations that would not reasonably be expected to have a Material Adverse Effect.

No Conflict. TheExcept as set forth on [Schedule 6.3], none of the execution, delivery andor performance of this Agreement by the [[Organization A:Purchaser:Organization]] of, and, the consummation by the [[Organization A:Purchaser:Organization]] of the transactions contemplated by, this Agreement and the Trust Agreement do not and will not # violateTransactions or conflictcompliance by ​ with the organizational documentsany of the [[Organization A:Organization]],provisions hereof will # conflict with or violate any Law or Permit of any Governmental Entity applicable to the [[Organization A:Organization]] or by which it or its properties or assets is bound or subject, or # result in any breach of any provision of the Operating Document or Organizational Document of ​, # require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity, # result in a violation or breach of, or constitute a default (or event which, with the giving of(with or without due notice or lapse of time,time or both, would becomeboth) a default) under, ordefault (or give rise to any Person any rightsright of termination, accelerationcancellation or cancellation of,acceleration) under, any agreement, lease,of the terms, conditions or provisions of any note, bond, loan or credit agreement, mortgage, indentureindenture, lease, license, contract, agreement or other instrument,instrument or obligation or contract of any kind to which the [[Organization A:Purchaser:Organization]] or any of its subsidiariesSubsidiaries is a party or by which the [[Organization A:Organization]] or any of its subsidiariesthem or any of their respective properties or assets is boundmay be bound, or affected, except, in the case of clauses (ii) and (iii))# violate any Applicable Law or Order applicable to [[Purchaser:Organization]], any of its Subsidiaries or any of their properties or assets, excluding from the [foregoing clauses (b), (c) and (d)])])] such conflicts, violations, breaches, loss of contractual benefits,breaches or defaults or rights that,which would not, individually or in the aggregate, do not have, and would not reasonably be have a material adverse effect on ​’s ability to consummate the Transactions in accordance with the terms hereof.

No Conflict. The execution,execution and delivery and performanceof this Agreement by the [[Organization A:Parties:Organization]] of, and the consummation byperformance of its obligations hereunder will not conflict with any provision of any law or regulation to which the [[Organization A:Parties:Organization]] of the transactions contemplated by, this Agreement and the Trust Agreement do not and will not # violateis subject, or conflict with the organizational documents of the [[Organization A:Organization]], # conflict with or violate any Law or Permit of any Governmental Entity applicable to the [[Organization A:Organization]] or by which it or its properties or assets is bound or subject, or #with, result in anya breach of, or constitute a default (or event which, withunder, any of the giving of noticeterms, conditions or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, acceleration or cancellation of, any agreement, lease, note, bond, loan or credit agreement, mortgage, indenture or other instrument, obligation or contractprovisions of any kindof the ​’s organizational documents or any agreement or instrument to which the [[Organization A:Parties:Organization]] or any of its subsidiaries is a party or by which the [[Organization A:Organization]]it is bound, or any order or decree applicable to the ​, or result in the creation or imposition of its subsidiaries orany lien on any of their respective propertiesthe ​’s assets or assets is bound or affected, except,property, in each case which would materially and adversely affect the caseability of clauses (ii) and (iii))], any such conflicts, violations, breaches, loss of contractual benefits, defaults or rights that, individually or in the aggregate, do not have, and would not reasonably be ​ to carry out the transactions contemplated by this Agreement;