Except as set forth in Section 4.03 of the Seller Disclosure Letter, the execution, delivery and performance by each of the Seller Parties of this Agreement and the Seller Transaction Agreement to which such Seller Party is or will be party, consummation of the Transactions and compliance with the terms of this Agreement and the Seller Transaction Agreements to which such Seller Party is or will be party will not conflict with, or result in any violation of, breach or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Liens (other than Permitted Liens) upon any of the Transferred Assets or any properties or assets of the Advisor under, any provision of (i) the certificate of incorporation or bylaws (or the comparable governing instruments) of such Seller Party, (ii) any Material Contract, (iii) any Order of a Governmental Authority, or, subject to the matters referred to in Section 4.04 below, Law, other than, in the case of clauses (ii) and (iii) above, any such items that, would not be reasonably likely to have a Material Adverse Effect.