Consents and Approvals; No Violations. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby will not: # violate any provision of the organizational documents of Buyer; # violate any statute, rule, regulation, order or decree of any governmental authority by which Buyer is bound or by which any of its properties or assets are bound; # except as set forth herein, require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or any other person or entity; # result in the violation or breach of, or constitute a default under, any license, franchise, permit, agreement or instrument to which Buyer is a party or by which Buyer or any of its properties or assets are bound; # constitute an event which, with notice or lapse of time or both, would permit any person or entity to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness for borrowed money or material obligations of Buyer under, any contract to which Buyer is a party or by which any of its properties or assets are bound; and # result in the creation of, or imposition of any lien or encumbrance upon, any of Buyer’s properties or assets under any debt, obligation, contract, commitment or other agreement to which Buyer is a party or by which any of its properties or assets are bound.

Power and Authority; No Violations. Provider has the authority to execute, deliver and perform this Agreement and all agreements executed and delivered by its pursuant to this Agreement, and has taken all actions required by law, its articles of organization, its operating agreement or otherwise to authorize the execution, delivery and performance of this Agreement and such related documents. The execution and delivery of this Agreement does not and will not, violate any provisions of the Articles of Organization or Operating Agreement of Provider or any provisions of or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree, to which Provider is party, or by which it is bound. This Agreement has been duly executed and delivered by Provider and constitutes the legal, valid and binding obligation of Provider, enforceable in accordance with its terms.

Other than # the Confirmation Order, # the filings and/or notices to, and consents, registrations, approvals, permits and authorizations required to be made or obtained under the Exchange Act and the Securities Act and under state or foreign securities or Blue Sky Laws, # the Parent Approvals set forth in the Merger Agreement in connection with the Transactions, # the filings and/or notices to, and consents, registrations, approvals, permits and authorizations required under the rules and regulations of the New York Stock Exchange or the Nasdaq Stock Exchange, as applicable, to consummate the transactions contemplated herein and # the filings to be made to effect the Conversion under the Delaware LLC Act and the Delaware General Corporation Law or Maryland General Corporation Law, as the case may be, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereunder, including the issuance of the Rights and the Shares pursuant to the Rights Offering and this Agreement.

No filings, reports, notices, consents, registrations, approvals, permits or authorizations are required to be made by such Investor with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Investor from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by such Investor and the consummation by such Investor of the transactions contemplated hereunder, other than as may be required by [Section 13] and Section 16 of the Exchange Act.

There are no violations or notices of violations of any Law relating to Borrower.

Direct or Indirect Violations. Executive shall be in violation of [Section 6(a), 6(c), 6(d), and 6(e)])])])] only if Executive directly engages in any or all of the activities set forth in those Sections directly as an individual on Executive’s own account.

Executive represents and warrants that he has never been a party to any judicial or administrative proceeding that resulted in a judgment, decree, or final order # enjoining his from future violations of, or prohibiting any violations of any federal or state securities law, or # finding any violations of any federal or state securities law.

You represent, warrant, and acknowledge that the Releasees owe you no wages, bonuses, sick pay, severance pay, retention pay, vacation pay or other compensation or benefits or payments or form of remuneration of any kind or nature, other than that specifically provided for in this Agreement and in [Article IV] of the Plan. You also represent, warrant, and acknowledge that you have reported all suspected wrongdoing, misconduct or other violations of company policy by any current or former employee of a Releasee, if any, to the Company prior to signing this Agreement. No other wrongdoing, misconduct, or violations of company policy are known or suspected by you.

Fines for driving or parking violations.

Section # Seller and Tenant are current on all of their obligations under the Declaration, including, without limitation, the obligation to pay all fees, general and/or special assessments thereunder. There are no violations on the part of Seller or Tenant under the Declaration. There are no outstanding amounts payable by Seller or Tenant to the Association under the Declaration.