The execution of this Agreement by the Exiting Shareholder, the consummation of the transactions contemplated by this Agreement and the performance of the Exiting Shareholder’s respective obligations under this Agreement will not: (i) violate any organizational or governing documents of the Exiting Shareholder, as applicable, (ii) require the consent of any third party or governmental entity under any applicable laws; (iii) with or without notice, lapse of time or both, result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any indenture, mortgage, deed of trust, or other material agreement, or instrument to which the Exiting Shareholder is a party or to which any of its assets, properties or operations are subject; (iv) violate any provision of law, statute, rule, regulation or executive order to which the Exiting Shareholder is subject; or (v) violate any judgment, order, writ or decree of any court applicable to the Exiting Shareholder.