Except for obtaining the consents and approvals (or making the notices and filings, as applicable) set forth on [Section 4.03(a)] of the Disclosure Schedule, Seller’s execution, delivery and performance of the Transaction Documents to which it is a party do not and will not, after the giving of notice, or the lapse of time, or otherwise, # conflict with, result in any violation of, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, # the Organizational Documents, # any Applicable Law or any Material Contract to which the Company is a party or any Permit held by the Company, or # any Order of any Governmental Authority to which the Company or Seller is a party or by which the Company or Seller or any of their respective properties are bound; or # result in the creation of any Lien upon the Shares or any of the properties or assets of the Company.

No Violations. The execution, delivery and performance of the Loan Documents and compliance with their respective terms will not conflict with or result in a violation or breach in any material respect of any of the terms or conditions of any document to which Borrower is a party or by which Borrower is bound or any order or judgment of any court or Governmental Authority binding on Borrower.

No Violations. The execution, delivery and performance of this Agreement, the consummation of the transactions contemplated by this Agreement and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, or permit the acceleration of any obligation under, # the Organizational Documents of the Companies or any Stockholder, # in any material respect any contract, commitment, instrument or other agreement to which either of the Companies or any Stockholder is a party or by which any of them (or any of their respective properties or assets) is subject or bound, # any judgment, decree or order of any court or governmental authority or agency to which either of the Companies or any Stockholder is a party or by which either of the Companies or any of their respective properties or assets is bound, or # any Law applicable to either of the Companies or any Stockholder. Except as listed on [Schedule 2.3], no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency or public or regulatory unit, agency, body or authority with respect to the Companies is required in connection with the execution, delivery or performance of this Agreement by the Company or any Stockholder or the consummation of the transactions contemplated by this Agreement by the Company or the Stockholders.

The execution, delivery and performance of this Agreement and each other Transaction Document by Buyer do not and will not, after the giving of notice, or the lapse of time, or otherwise: violate, conflict with, result in a breach of, or constitute a default under, the organizational documents of Buyer, or any Applicable Law or any material contract, agreement, commitment or plan to which Buyer is a party, except for those that, individually or in the aggregate, would not reasonably be expected to have a Buyer Material Adverse Effect.

No Violations. The execution, delivery, and performance of this Agreement by Buyer will not violate any provision of any existing law or regulation or any order or decree of any court or the Certificate of Incorporation or Bylaws of Buyer, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which Buyer is a party or by which Buyer may be bound.

Violations. In the event that Seller receives any written notification from a governmental or public authority (or a third party acting under the authority of a governmental or public authority) notifying Seller that the Property is in violation of any applicable fire, health, building, use, occupancy, zoning or other applicable laws, then # if the estimated cost to cure such violation is $100,000 or less (as reasonably determined by the parties), Seller shall cure such violation or, if such cannot reasonably be cured prior to the Closing Date, give Purchaser a credit for an amount reasonably estimated by the parties to cure such violation, and # if the estimated cost to cure such violation is greater than $100,000 (as reasonably determined by the parties) or a “Non-Monetary Violation” (as hereinafter defined), then Seller shall, in written notice to Purchaser prior to the Closing Date, elect to either # cure such violation or, if such cannot reasonably be cured prior to the Closing Date and is not a Non-Monetary Violation, provide Purchaser with a credit against the Purchase Price at Closing in the amount equal to the estimated cost to cure such violation, as reasonably determined by the parties, or # not to cure such violation. In the event Seller elects to (and does prior to Closing) cure any such violation or provide Purchaser with a credit against the Purchase Price as specified in [subsections (i) or (ii)(A)])] above, then Purchaser AmericasActive:17009577.1

No Violations. The execution, delivery, and performance of this Agreement by Seller will not violate any provision of its articles of incorporation, bylaws or standing resolutions, any existing law or regulation or any order or decree of any court. or constitute a material breach of any mortgage, indenture, contract, or other agreement to which Seller is a party or by which Seller may be bound.

No Violations. The transactions contemplated hereby and the performance by it of the transactions contemplated hereby will not violate # such Party’s certificate of incorporation or bylaws, # any agreement, instrument or contractual obligation to which such Party is bound in any material respect, # any requirement of any Applicable Law, or # any order, writ, judgment, injunction, decree, determination or award of any court or governmental agency presently in effect applicable to such Party.

No Violations. The execution, delivery and performance of this Agreement, the consummation of the transactions contemplated by this Agreement and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, violate or conflict with # any terms or provisions of the Organizational Documents of Purchaser or # any judgment, decree, order, statute, rule or regulation applicable to Purchaser or any of its assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any government agency or public or regulatory unit, agency, body or authority with respect to Purchaser is required in connection with the execution, delivery or performance of this Agreement by Purchaser or the consummation of the transactions contemplated by this Agreement by Purchaser.

No Violations. Seller has not received prior to the Effective Date any written notification from any governmental or public authority # that the Property is in violation of any applicable fire, health, building, use, occupancy or zoning laws or Environmental Laws (hereinafter defined) or # that any work is required to be done upon or in connection with the Property, where such work remains outstanding and, if not addressed, would have a material adverse effect on the use of the Property as currently owned and operated.