The execution and delivery of this Agreement and each other agreement, instrument, document or certificate related to or arising from this Agreement (the “ Related Documents ”) does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not obtaining any required consents, approvals, authorizations, exemptions or waivers set forth, (i) conflict with, or result in any violation of, any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of its articles of organization, operating agreement or other organizational documents; or (ii) result in any violation of or default on the part of Seller (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under or result in the creation of any Encumbrance of any kind upon the Assets under, any provision of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment or loan or other agreement to which Seller is a party or by which any of Seller’s properties or assets are bound. The execution, delivery and performance of this Agreement and the Related Documents to which Seller is or is to become a party have been duly and validly authorized by all necessary action on the part of Seller.