No Conflicts. The execution and delivery of this Agreement by each Seller, the performance by each Seller of its obligations hereunder, and the consummation by each Seller of the transactions contemplated hereby will not conflict with, or constitute a breach under any federal, state or local law, statute, ordinance, order, code, rule or regulation promulgated or issued by any governmental entity, court, tribunal, arbitrator, authority, agency, commission, department, board, bureau, official or other instrumentality of the United States, any foreign country, or any domestic or foreign state, province, county, city, other political subdivision or any other similar body or organization exercising similar powers or authority (collectively, “Laws”).

No Conflicts. The execution and delivery of this Agreement by each Seller, the performance by each Seller of its obligations hereunder, and the consummation by each Seller of the transactions contemplated hereby will not conflict with, or constitute a breach under any federal, state or local law, statute, ordinance, order, code, rule or regulation promulgated or issued by any governmental entity, court, tribunal, arbitrator, authority, agency, commission, department, board, bureau, official or other instrumentality of the United States, any foreign country, or any domestic or foreign state, province, county, city, other political subdivision or any other similar body or organization exercising similar powers or authority (collectively, “Laws”).

No Conflicts. The execution and delivery of this Agreement by each Seller, the performance by each Seller of its obligations hereunder,Agreement, and the consummation by each Seller of the transactions contemplated hereby and thereby do not, and will not conflict with,result in a violation of any Laws or constitute a breach under any federal, state or local law, statute, ordinance, order, code, rule or regulation promulgated or issued by any governmental entity, court, tribunal, arbitrator, authority, agency, commission, department, board, bureau, official or other instrumentality of the United States, any foreign country, or any domestic or foreign state, province, county, city, other political subdivision or any other similar body or organization exercising similar powers or authority (collectively, “Laws”).Authorizations to which Seller is subject.

No Conflicts. The execution and deliveryConflict. None of the execution, delivery, or performance of this Agreement by each Seller, the performance by each Seller of its obligations hereunder,Agreement, and the consummation by each Seller of the transactions contemplated herebyhereby, conflicts or will not conflict with, or constitute(with or without notice or lapse of time, or both) result in a termination, breach underor violation of # any instrument, contract or agreement to which the Seller is a party or by which he is bound, or to which the assets are subject; or # any federal, state orstate, local law, statute, ordinance, order, code, rule or regulation promulgated or issued by any governmental entity, court, tribunal, arbitrator, authority, agency, commission, department, board, bureau, official or other instrumentality of the United States, any foreign country, or any domestic or foreign state, province, county, city, other political subdivisionlaw, ordinance, judgment, decree, order, statute, or regulation, or that of any other similargovernmental body or organization exercising similar powersauthority, applicable to the Seller or authority (collectively, “Laws”).the assets.

Section # No Conflicts. The execution and delivery of this Agreement by each Seller,such Seller and the performance by eachsuch Seller of its obligations hereunder, andhereunder in accordance with the consummation by each Seller of the transactions contemplated herebyterms hereof # will not conflict with,require the consent of any third party or constitute a breachgovernmental entity under any federal, stateapplicable Laws; # will not violate any Laws applicable to such Seller and # will not violate or local law, statute, ordinance, order, code, rule or regulation promulgated or issued bybreach any governmental entity, court, tribunal, arbitrator, authority, agency, commission, department, board, bureau, official or other instrumentality of the United States, any foreign country,contractual obligation to which such Seller is a party or any domestic or foreign state, province, county, city, other political subdivision or any other similar body or organization exercising similar powers or authority (collectively, “Laws”).of such Seller’s organizational documents.

No Conflicts. The execution and deliveryConflict. None of the execution, delivery, or performance of this Agreement by each Seller, the performance by each Seller of its obligations hereunder,Agreement, and the consummation by each Seller of the transactions contemplated herebyhereby, conflicts or will not conflict with, or constitute(with or without notice or lapse of time, or both) result in a termination, breach underor violation of # any instrument, contract or agreement to which Purchaser is a party or by which he is bound; or # any federal, state orstate, local law, statute, ordinance, order, code, rule or regulation promulgated or issued by any governmental entity, court, tribunal, arbitrator, authority, agency, commission, department, board, bureau, official or other instrumentality of the United States, any foreign country, or any domestic or foreign state, province, county, city, other political subdivisionlaw, ordinance, judgment, decree, order, statute, or regulation, or that of any other similargovernmental body or organization exercising similar powers or authority (collectively, “Laws”).authority, applicable to Purchaser.

No Conflicts. TheConflicts: Advice. Neither the execution and delivery of this Agreement by each Seller,Agreement, nor the performance by each Seller of its obligations hereunder, and the consummation by each Seller of the transactions contemplated herebyhereby, does or will notviolate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Sellers are subject or any provision of its organizational documents or other similar governing instruments, or conflict with, violate or constitute a breachdefault under any federal, state or local law, statute, ordinance, order, code, rule or regulation promulgated or issued by any governmental entity, court, tribunal, arbitrator, authority, agency, commission, department, board, bureau, officialagreement, credit facility, debt or other instrumentalityinstrument or understanding to which the Sellers are a party. The Sellers have consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with the purchase of the United States, any foreign country, or any domestic or foreign state, province, county, city, other political subdivision or any other similar body or organization exercising similar powers or authority (collectively, “Laws”).Interests.

No Conflicts. The execution andConflict. None of the execution, delivery or performance by the Seller of this Agreement by each Seller,or any Ancillary Document to which it is or will be a party will (with or without the performance by each Sellergiving of its obligations hereunder, andnotice, the consummation by each Sellerlapse of the transactions contemplated hereby will nottime or both) conflict with, result in a breach or violation of or constitute a breachdefault under # any federal, statecontract, agreement or localother instrument to which the Seller is a party or by which it or its assets or property is bound or # any law, statute, rule, regulation, ordinance, order, code, rulewrit, order or regulation promulgatedjudgment to which the Seller is subject or issued by any governmental entity, court, tribunal, arbitrator, authority, agency, commission, department, board, bureau, officialwhich it or other instrumentality of the United States, any foreign country,its assets or any domestic or foreign state, province, county, city, other political subdivision or any other similar body or organization exercising similar powers or authority (collectively, “Laws”).property is bound.