Common use of Non-Contravention Clause in Contracts

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not: 2.4.1 contravene or conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Non-Contravention. Except as set forth on Schedule 2.4 heretodisclosed in the Prospectus, the execution, delivery and performance by the Company of this Agreement by the Transaction Entities and the consummation by the Company of the transactions contemplated hereby (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under “Use of Proceeds”) do not and will not: 2.4.1 contravene not (whether with or without the giving of notice or passage of time or both) conflict with the articles or result in a breach or violation of incorporation or bylaws any of the Company terms and provisions of, or constitute a default (or give rise to any right of termination, acceleration, cancellation, repurchase or redemption) or Repayment Event (as hereinafter defined) under, or result in the creation or imposition of a Lien upon any property or assets of the Transaction Entities or any Subsidiary pursuant to, (i) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Transaction Entities or any of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3Subsidiaries or any of their properties, contravene assets or conflict with business currently owned by them; (ii) any term, condition or constitute a violation of any provision of any lawAgreements or Instruments; or (iii) the charters, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official by-laws or other instrumentality organizational documents, as applicable, of the United States; any foreign country; any sovereign nation, Transaction Entities or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the CompanySubsidiaries, except for such contraventionsconflicts, conflicts breaches, violations or defaults that (with respect to subclauses (i) and violations which could not(ii) above) would not reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company Effect. As used herein, “Repayment Event” means any event or its ability condition which, without regard to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (compliance with or without any notice or lapse of time or both) or give rise to a right of terminationother procedural requirements, cancellation or acceleration gives the holder of any right note, debenture or obligation other evidence of the Company indebtedness (or any Subsidiary person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of the Company all or to a loss portion of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of such indebtedness by the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") Operating Partnership or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetSubsidiary.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby Transactions (other than the Internal Reorganization) do not and will not: 2.4.1 contravene not (i) contravene, conflict with, or conflict with the articles of incorporation result in any violation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or conflict with or constitute a violation breach of any provision of the Company Organizational Documents, (ii) assuming compliance with the matters referred to in Section 3.03, cause or result in any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationbreach of, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time time, or both) under, or give rise to a right of of, or result in, termination, cancellation cancellation, modification or acceleration of any obligation or to the loss of a benefit or right under, or obligation result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any Subsidiary of its Subsidiaries under, or require any consent, waiver or approval of any Person, or result in the triggering of (x) any rights that the counterparty would not otherwise have or (y) any Liabilities that the Company and its Subsidiaries or other Affiliates (including future Affiliates of the Company) would not otherwise have, pursuant to any provision of any Material Contract, (iii) result in the revocation, invalidation or termination of any Company Permit, or (iv) assuming compliance with the matters referred to in Section 3.03, violate or conflict with (A) any Law or Order applicable to the Company or to a loss any of any benefit to its Subsidiaries or by which the Company or any Subsidiary of the Company is entitled under any provision of any agreementits Subsidiaries, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 assets may be bound or (collectively, the "Debt Instruments"B) any rule or any license, franchise, permit or other similar authorization held by regulation of NASDAQ applicable to the Company other than, in the case of clauses (ii) through (iv), any matters that would not have or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could notreasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect or, solely with respect to Section 3.04(a)(ii), a material adverse effect on Buyer or its Affiliates (with materiality for this purpose measured against the value of the Company and its Subsidiaries, taken as a whole). (b) The undertaking and performance by the Company of the Internal Reorganization does not and will not (i) contravene, conflict with, or its ability result in any violation or breach of any provision of the Company Organizational Documents, (ii) assuming compliance with the matters referred to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.33.03, cause or result in any default under or material breach of (with or without notice or lapse of time, or both), or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit or right under, or result in the creation or imposition of any Lien on in or upon any asset of the properties, assets or rights of the Company or any Subsidiary of its Subsidiaries under, or require any consent, waiver or approval of any Person, or result in the triggering of (x) any rights that the counterparty would not otherwise have or (y) any Liabilities that the Company and its Subsidiaries or other Affiliates (including future Affiliates of the Company) would not otherwise have, except such Liens which could notpursuant to any provision of any Material Contract, individually or (iii) result in the aggregaterevocation, be reasonably expected invalidation or termination of any material Company Permit, or (iv) assuming compliance with the matters referred to have a Material Adverse Effect on in Section 3.03, materially violate or conflict with (A) any Law or Order applicable to the Company or any of its Subsidiaries or by which the Company or its ability Subsidiaries, or any of their respective properties or assets may be bound or (B) any rule or regulation of NASDAQ applicable to consummate the transactions contemplated hereby. For purposes Company other than in the case of this Agreementclauses (ii) through (iv), "Lien" meansany matters that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or, solely with respect to any assetSection 3.04(b)(ii), any mortgagea material adverse effect on Buyer or its Affiliates (with materiality for this purpose measured against the value of the Company and its Subsidiaries, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assettaken as a whole).

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the execution, The execution and delivery and performance by the Company of this Agreement by such Seller does not, and the consummation by the Company of the transactions contemplated hereby do not by this Agreement and compliance with the provisions of this Agreement will not: 2.4.1 contravene or , conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationwith, or result in any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of of, or default under (with or without notice or lapse of time time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any right obligation or obligation to loss of a material benefit under, or result in the creation of any lien upon any of the Company Exchanged Ordinary Shares of such Seller under, (i) the charter documents of such Seller (as applicable), (ii) any loan or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any credit agreement, contractnote, leasebond, indenture mortgage, indenture, lease or other instrument binding upon the Company agreement, instrument, permit, concession, franchise or any Subsidiary of the Company, license applicable to such Seller or their its respective properties or assets, including or (iii) subject to the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest governmental filings and 11.5% First Mortgage Notes due 2001 other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to such Seller or its respective properties or assets, other than, in the case of clauses (collectivelyii) and (iii), the "Debt Instruments") or any licensesuch conflicts, franchisebreaches, permit or other similar authorization held by the Company or any Subsidiary of the Company except such violations, defaults, terminationsrights, cancellations losses or accelerations which could not, liens that individually or in the aggregate, aggregate would not reasonably be reasonably expected to have a Material Adverse Effect on prevent, hinder or materially delay the Company or its ability of such Seller to consummate the transactions contemplated hereby; or 2.4.4 subject by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to obtaining such Seller in connection with the consents execution and approvals described in Section 2.3delivery of this Agreement by such Seller or the consummation by such Seller, result in as the creation or imposition case may be, of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of by this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Non-Contravention. Except as set forth on Schedule Section 2.4 heretoof the Disclosure Schedule, the execution, delivery and performance by the Company Seller of this Agreement and the other Transaction Agreements to which Seller is or will be a party, and the consummation by the Company of the transactions contemplated hereby Transactions, do not and will not: 2.4.1 contravene : (a) violate or conflict with result in the articles of incorporation or bylaws breach of the Company Organizational Documents of Seller or any of its Subsidiaries; (b) violate or result in the breach of any Law, Order or Governmental Authorization applicable to Seller, any of its Subsidiaries or the Purchased Assets; (c) violate, result in the breach of, constitute a default under, result in the termination of, or in a right of termination or cancellation of, accelerate the performance required by, result in the triggering of any payment or other material obligations pursuant to or result in being declared void, voidable or without further binding effect, any Purchased Contract or any other Material Contract to which a Subsidiary of Seller is a party; or (d) result in the creation of any Lien (except for Permitted Liens) on any of the Purchased Assets or any material assets of any Subsidiary of the Company; 2.4.2 subject Seller, except, with respect to obtaining the consents clauses (b), (c) and approvals described in Section 2.3(d), contravene for such conflicts, violations, invalidations, breaches, defaults, terminations, cancellations, accelerations, rights, Liens or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable results as would not reasonably be expected to the Company or materially and adversely affect any Subsidiary of Seller, the CompanyBusiness, except such contraventionsthe Purchased Assets, conflicts and violations which could not, individually the Assumed Liabilities or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company Seller’s or any of its Subsidiaries’ ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetTransactions.

Non-Contravention. Except as set forth on disclosed in Schedule 2.4 hereto3(e), the executionexecution and delivery of the Transaction Agreements, the issuance, sale and delivery and of the Securities to be sold by the Company under this Agreement, the performance by the Company of this Agreement and its obligations under the Transaction Agreements and/or the consummation by the Company of the transactions transaction contemplated hereby do will not and will not: 2.4.1 contravene (a) conflict with, result in the breach or conflict violation of, or constitute (with or without the articles giving of incorporation notice or bylaws the passage of time or both) a violation of, or default under, (i) any bond, debenture, note or other evidence of indebtedness, or under any lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary of subsidiary is a party or by which it or its properties may be bound or affected, (ii) the Company; 2.4.2 subject ’s Restated Certificate of Incorporation, as amended and as in effect on the date hereof, the Company’s Bylaws, as amended and as in effect on the date hereof, or the equivalent document with respect to obtaining any subsidiary, as amended and as in effect on the consents and approvals described in Section 2.3date hereof, contravene or conflict with (iii) any statute or constitute a violation of any provision of any law, judgment, decree, rule, regulation, judgment, injunction, ordinance or order or decree of any courtcourt or governmental or regulatory body (including The Nasdaq Stock Market), tribunal, arbitrator, authority, governmental agency, commission, official arbitration panel or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or authority applicable to the Company or any Subsidiary of the Company, any of its subsidiaries or their respective properties, except in the case of clauses (i) and (iii) for such contraventionsconflicts, conflicts and breaches, violations which could notor defaults that would not be likely to have, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the CompanyEffect, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments"b) or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on lien, encumbrance, claim, security interest or restriction whatsoever upon any asset of the material properties or assets of the Company or any Subsidiary of the Companyits subsidiaries or an acceleration of indebtedness pursuant to any obligation, except such Liens agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or any if its ability subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to consummate which any of the transactions contemplated herebyproperty or assets of the Company is subject. For purposes of this AgreementSection 3(e), "Lien" meansthe term “material” shall apply to agreements, with respect understandings, instruments, contracts or proposed transactions to any assetwhich the Company is a party or by which it is bound involving obligations (contingent or otherwise) of, any mortgageor payments to, lien, pledge, charge, security interest or encumbrance the Company in excess of any kind $100,000 in respect of such asseta 12-month period.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the execution, The execution and delivery and performance of this Agreement by the Company of this Agreement does not, and the consummation by the Company of the transactions contemplated hereby do not and will not: 2.4.1 contravene , violate, conflict with, or conflict with the articles result in a breach of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3provision of, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) under, or give rise to result in a right of termination, cancellation, or acceleration of any obligation under, result in the creation of any Lien, charge, "put" or "call" right or other encumbrance on, or the loss of, any of the properties or assets, including Intellectual Property, of the Company or any of its subsidiaries (any such violation, conflict, breach, default, right of termination, cancellation or acceleration acceleration, loss or creation, a "Violation" with respect to the Company) or any of its subsidiaries or, to the knowledge of the Company, any right of its joint ventures pursuant to any provisions of (i) subject to obtaining the Company Shareholders' Approval, the articles of incorporation or obligation by-laws of the Company or any Subsidiary of its subsidiaries, (ii) subject to obtaining the Company Required Statutory Approvals and the Company Shareholders' Approval, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to the Company or any of its subsidiaries or, to a loss the knowledge of the Company, any of its joint ventures, or any of their respective properties or assets, or (iii) subject to obtaining the Company Required Consents, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any benefit kind to which the Company or any Subsidiary of the Company its subsidiaries is entitled under any provision of any agreement, contract, lease, indenture a party or other instrument binding upon by which the Company or any Subsidiary of the Company, its subsidiaries or any of their respective properties or assetsassets may be bound or affected, including excluding from the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest foregoing clauses (ii) and 11.5% First Mortgage Notes due 2001 (collectivelyiii) such Violations as would not reasonably be expected to have, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetEffect.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the execution, The execution and delivery and performance by the such Company Shareholder of this Agreement and each Ancillary Document to which they are a party or otherwise bound and the consummation by the such Company Shareholder of the transactions contemplated hereby do not Transactions, and compliance by such Company Shareholder with any of the provisions hereof and thereof, will not: 2.4.1 contravene or conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or (a) conflict with or constitute a violation of violate any provision of such Company Shareholder’s Organizational Documents; (b) conflict with or violate any lawLaw, regulation, judgment, injunction, order Order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, Consent applicable to such Company Shareholder or any domesticof its properties or assets; or (c) (i) violate, foreign conflict with or other stateresult in a breach of, country, city of other political subdivision (a "Governmental or Regulatory Authority"ii) binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach default (or violation of or default under (an event which, with or without notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by such Company Shareholder under, (v) result in a right of termination or acceleration under, (vi) give rise to a right of terminationany obligation to make payments or provide compensation under, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments"vii) or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on upon any asset of the properties or assets of such Company Shareholder under, (viii) give rise to any obligation to obtain any third party consent, or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Contract to which such Company Shareholder is a party or such Company Shareholder or its properties or assets are otherwise bound, except in the cases of clauses (b) or (c) that has not had and would not reasonably be expected to materially impair or delay the ability of such Company Shareholder to (A) perform on a timely basis its obligations under this Agreement or any Subsidiary of the CompanyAncillary Documents to which it is or required to be a party or otherwise bound, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to (B) consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetTransactions.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the execution, The execution and delivery and performance by the Company of this Agreement by Parent and Sub do not, and the consummation by the Company of the transactions contemplated hereby do not and compliance with the provisions hereof will not: 2.4.1 contravene or , conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationwith, or result in any domesticviolation of, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any right obligation or obligation the loss of a material benefit under, or result in the creation of any Lien on any of the Company properties or assets of Parent or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under Parent Subsidiaries under, any provision of (i) the Restated Certificate of Incorporation or bylaws of Parent, each as amended through the date hereof (the "PARENT CHARTER DOCUMENTS") or the comparable organizational documents of Sub or the Parent Subsidiaries, (ii) any loan or credit agreement, contractnote, leasebond, indenture mortgage, indenture, lease or other instrument binding upon the Company agreement, instrument, permit, concession, franchise or license applicable to Parent or Sub or any Subsidiary of their subsidiaries or their respective properties or assets or (iii) subject to governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to Parent or any of the Company, Parent Subsidiaries or their respective properties or assets, including other than, in the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest case of clauses (ii) and 11.5% First Mortgage Notes due 2001 (collectivelyiii), the "Debt Instruments") any such conflicts, violations or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations rights or accelerations which could not, Liens that individually or in the aggregateaggregate would not have, or would not be reasonably expected likely to have have, a Material Adverse Effect material adverse effect on Parent or Sub and would not, or would not be reasonably likely to, materially impair the Company ability of Parent and Sub to perform their respective obligations hereunder or its ability to consummate prevent the consummation of any of the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, None of the execution, delivery and or performance by the Company Purchaser of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not: 2.4.1 or any Additional Agreements does or will: (a) contravene or conflict with the articles organizational or constitutive documents of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3Purchaser Party, (b) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order Law or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") Order binding upon or applicable to a Purchaser Party, (c) except for the Company or any Subsidiary of Contracts listed on Schedule 5.4 requiring Purchaser Consents (but only as to the Company, except need to obtain such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3Purchaser Consents), constitute a breach or violation of or default under or breach of (with or without the giving of notice or lapse the passage of time or both) or violate or give rise to a any right of termination, cancellation cancellation, amendment or acceleration of any right or obligation of the Company Purchaser Party or require any Subsidiary of the Company payment or reimbursement or to a loss of any material benefit relating to the Business to which the Company or any Subsidiary of the Company is Purchaser Party are entitled under any provision of any agreementPermit, contract, lease, indenture Contract or other instrument or obligations binding upon the Company Purchaser Parties or by which any of the Purchaser Common Stock or any Subsidiary of the Company, Purchaser Parties’ assets is or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") may be bound or any licensePermit, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, (d) result in the creation or imposition of any Lien on any asset of the Company Purchaser Common Stock, (e) cause a loss of any material benefit relating to the Business to which a Purchaser Party is entitled under any provision of any Permit or Contract binding upon the Purchaser Parties, (f) result in the creation or imposition of any Subsidiary Lien (except for Permitted Liens) on any of the CompanyPurchaser Parties’ assets, or (g) require any consent, approval or waiver from any Person pursuant to any provision of the Charter Documents, except for such Liens consent, approval or waiver which could not, individually or in shall be obtained prior to the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetClosing.

Non-Contravention. Except as set forth on Schedule 2.4 heretoin SECTION 3.1(e) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement by the Company of this Agreement do not, and the consummation by the Company of the transactions contemplated hereby do not and compliance with the provisions hereof will not: 2.4.1 contravene or , conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationwith, or result in any domesticviolation of, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any right obligation or obligation the loss of a material benefit under, or result in the creation of any Lien on any of the properties or assets of the Company or any Subsidiary of the Company Subsidiaries under, any provision of (i) the Certificate of Incorporation or to a loss bylaws of the Company, each as amended through the date hereof (the "COMPANY CHARTER DOCUMENTS") or the comparable organizational documents of any benefit of the Company Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, or other agreement, instrument, permit, concession, franchise or license applicable to which the Company or the Company Subsidiaries or their respective properties or assets or (iii) subject to governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, Subsidiaries or their respective properties or assets, including other than, in the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest case of clauses (ii) and 11.5% First Mortgage Notes due 2001 (collectivelyiii), the "Debt Instruments") any such conflicts, violations or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations rights or accelerations which could not, Liens that individually or in the aggregateaggregate would not have, or would not be reasonably expected likely to have have, a Material Adverse Effect material adverse effect on the Company and would not, or would not be reasonably likely to, materially impair the ability of the Company to perform its ability to consummate obligations hereunder or prevent the consummation of any of the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the The execution, delivery and performance by Journal and its Subsidiaries of the Company of this Agreement Transaction Agreements to which they are or will be party and the consummation by the Company of the transactions contemplated hereby Transactions do not and will not: 2.4.1 contravene not (a) contravene, conflict with, or conflict result in any violation or breach of any provision of the Organizational Documents of Journal or any such Subsidiary, (b) assuming compliance with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject matters referred to obtaining the consents and approvals described in Section 2.38.03, contravene or contravene, conflict with or constitute result in a violation or breach of any provision of any lawApplicable Law, regulation(c) assuming compliance with the matters referred to in Section 8.03, judgmentand except as set forth on Section 8.04 of the Journal Disclosure Schedule, injunction, order or decree of require any court, tribunal, arbitrator, authority, agency, commission, official Consent or other instrumentality of the United States; action by any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3Person under, constitute a breach default, or violation of or default under (an event that, with or without notice or lapse of time or both) , would constitute a default, under, or give rise to a right of cause or permit the termination, cancellation cancellation, acceleration or acceleration other change of any right or obligation of or the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company Journal or any Subsidiary of the Company its Subsidiaries is entitled under any provision of any agreement, contract, lease, indenture or other instrument Contract binding upon the Company Journal or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") its Subsidiaries or any license, franchise, permit permit, certificate, approval or other similar authorization held by affecting, or relating in any way to, the Company assets or business of Journal or any Subsidiary of the Company except such defaults, terminations, cancellations its Subsidiaries or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, (d) result in the creation or imposition of any Lien on any asset of the Company Journal or any Subsidiary of its Subsidiaries, with such exceptions, in the Companycase of each of clauses (b) through (d), except such Liens which could notas would not be reasonably expected to have, individually or in the aggregate, be reasonably expected to have a Journal Material Adverse Effect on or prohibit or impair or delay the Company ability of Journal or any of its ability Subsidiaries to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetTransactions.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the execution, The execution and delivery and performance by the Company of this ----------------- Agreement do not, and the consummation by the Company of the transactions contemplated hereby do not and compliance with the provisions hereof will not: 2.4.1 contravene or , conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationwith, or result in any domesticviolation of, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time time, or both) under, or give rise to a right of termination, cancellation or acceleration of any right obligation or obligation to the loss of a material benefit under, or result in the creation of Liens (as hereinafter defined) upon any of the Company properties or any Subsidiary assets of the Company Parent or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under Acquiror under, any provision of (i) the Articles of Incorporation or Bylaws of Parent or Acquiror, (ii) any loan or credit agreement, contractnote, leasebond, indenture mortgage, indenture, lease or other instrument binding upon the Company agreement, instrument, permit, concession, franchise or license applicable to Parent or Acquiror or any Subsidiary of the Companytheir properties or assets or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Acquiror or any of their respective properties or assets, including other than, in the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 case of clauses (collectively, the "Debt Instruments"ii) or (iii), any licensesuch conflicts, franchiseviolations, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminationsrights, cancellations or accelerations which could notLiens that, individually or in the aggregate, would not reasonably be reasonably expected to have a Material Adverse Effect (as hereinafter defined) on Parent or Acquiror or prevent or materially delay the Company consummation of any of the transactions contemplated by this Agreement. No filing or its ability registration with, or authorization, consent or approval of, any domestic (federal, state or local), foreign or supranational court, commission, governmental body, regulatory or administrative agency, authority or tribunal (a "Governmental Entity") is required to consummate be made or obtained by Parent or Acquiror in connection with the execution and delivery of this Agreement by Parent or Acquiror or the consummation by Acquiror or Parent of the transactions contemplated hereby; or 2.4.4 subject , except for (i) in connection or in compliance with the Exchange Act, (ii) the filing of the Articles of Merger with the Corporation Commission and appropriate documents with the relevant authorities of other states in which the Company is qualified to obtaining the consents do business, (iii) such filings and approvals described in Section 2.3as may be required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Improvements Act of 1976, result in as amended (the creation "HSR Act"), (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the corporation, takeover or imposition blue sky laws of any Lien on any asset various states or the Nasdaq National Market, and (v) such other consents, orders, authorizations, registrations, declarations and filings the failure of the Company which to be obtained or any Subsidiary of the Company, except such Liens which could notmade would not reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetAcquiror.

Non-Contravention. Except as set forth on Schedule 2.4 heretoPurchaser acknowledges that the Assets are subject to various claims and Liens, including those asserted by Bank of America, creditors asserting reclamation claims and others. Subject to receipt of the Sale Order, neither the execution, delivery and performance by the Company of this Agreement and nor the consummation by the Company of the transactions contemplated hereby do not and will not: 2.4.1 contravene herein will: (i) violate or be in conflict with the any provision of Seller's articles of incorporation organization or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described bylaws; (ii) be in Section 2.3conflict with, contravene or conflict with or constitute a violation default, however defined (or an event which, with the giving of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without due notice or lapse of time time, or both) , would constitute such a default), under, or cause or permit the acceleration of the maturity of, or give rise to a any right of termination, cancellation cancellation, imposition of fees or acceleration of penalties under any right permit or obligation license necessary for the operation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 Brooklyn Business; (collectively, the "Debt Instruments"iii) or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on Security Interest, conditional or installment sales agreement, claim, easement, right of way, tenancy (other than as relates to Purchaser Lease, as defined herein), covenant, encroachment, restriction or charge of any asset nature (whether or not of record) (a "Lien"), upon the Company Assets, or any Subsidiary of debt, obligation, contract, agreement or commitment to or by which the CompanyAssets are or may be bound; or (iv) violate any statute, except such Liens which could nottreaty, law, judgment, writ, injunction, decision, decree, order, regulation, ordinance or other similar authoritative matters (referred to herein individually or in the aggregate, be reasonably expected to have as a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "LienLaw" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance and collectively as "Laws") of any kind in respect of such assetforeign, federal, state or local governmental or quasi-governmental, administrative, regulatory or judicial court, department, commission, agency, board, bureau, instrumentality or other authority (referred to herein individually as an "Authority" and collectively as "Authorities").

Non-Contravention. Except as set forth on Schedule 2.4 heretoin the Seller Disclosure Schedule, neither the execution, execution and delivery and performance by the Company of this Agreement and the consummation Transaction Documents by the Company Seller, nor the consummation of the transactions hereby and thereby contemplated hereby do not and will notby the Seller, will: 2.4.1 contravene (i) constitute any violation or conflict with breach of the articles certificate of incorporation or bylaws the by-laws (or comparable organizational documents in the case of Subsidiaries of the Company Seller which are not corporations) of the Seller or any Subsidiary of its Subsidiaries; (ii) constitute a default under or a violation or breach of, or result in the acceleration of any obligation under, any provision of any Contract to which the Seller or any of its Subsidiaries is a party or by which any of the Companyassets of the Seller or any of its Subsidiaries or the Purchase Shares, the Warrant or the Warrant Shares may be affected or secured; 2.4.2 subject to obtaining (iii) assuming the consents and approvals described in Section 2.33.7 have been received, contravene or conflict with or constitute a violation of violate any provision of any law, regulation, judgment, injunctionorder, order writ, injunction or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationdecree, or any domesticstatute, foreign rule or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to regulation affecting the Company Seller or any Subsidiary of its Subsidiaries; (iv) result in the creation of any Lien on any of the Companyassets of the Seller or any of its Subsidiaries; or (v) result in the termination of any license, except such contraventionsfranchise, conflicts lease or permit to which the Seller or any of its Subsidiaries is a party or by which it is bound; other than, in the case of foregoing clauses (ii), (iii), (iv) and violations which could not(v), those defaults, violations, breaches, accelerations, Liens and terminations which, individually or in the aggregate, be reasonably expected to would not have a Seller Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetEffect.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, Neither the execution, execution and delivery and performance by the Company of this Agreement and by such Security Holder nor the consummation by the Company of the transactions contemplated hereby do not and will notnor compliance by such Security Holder with any provisions herein will: 2.4.1 contravene (a) require any consent, approval, authorization or conflict permit of, filing or registration with, notification or report to, or expiration of waiting periods from, any Governmental Authority on the part of such Security Holder, except for compliance with the articles of incorporation or bylaws applicable requirements of the Company Securities Act, the Exchange Act or any Subsidiary of other United States or federal securities laws and the Companyrules and regulations promulgated thereunder; 2.4.2 subject to obtaining the consents and approvals described (b) violate, conflict with, or result in Section 2.3, contravene or conflict with or constitute a violation breach of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationprovisions of, or require any domesticconsent, foreign waiver or other state, country, city approval or result in a default or loss of other political subdivision a benefit (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a any right of termination, cancellation cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any right Contract (including any constituent or organizational documents of such Security Holder) or other legally binding instrument or obligation of the Company to which such Security Holder is a party or by which such Security Holder or any Subsidiary of its assets may be bound; (c) result (or, with the Company or to a loss giving of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectivelynotice, the "Debt Instruments"passage of time or otherwise, would result) or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset assets (including the Subject Securities) of such Security Holder (other than any restrictions created by this Agreement or the Company, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions (collectively, “Permitted Encumbrances”)); or (d) violate any Laws or Orders applicable to such Security Holder or by which any Subsidiary of its assets (including the Subject Securities) are bound, except as would not, in the case of each of the Companypreceding clauses (a) through (c), except such Liens which could notreasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect material adverse effect on the Company or its such Security Holder’s ability to consummate timely perform its obligations under this Agreement or materially delay, materially impede or prevent the consummation of the transactions contemplated herebyhereby by such Security Holder. For purposes Other than any filings and reports pursuant to and in compliance with the Exchange Act, no filings, notifications, approvals or other consents are required to be obtained by such Security Holder from, or to be given by such Security Holder to, or to be made by such Security Holder with, any Governmental Authority in connection with the execution, delivery and performance by such Security Holder of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the execution, The execution and delivery and performance by the Company of this Agreement do not, and the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby do not and will not: 2.4.1 contravene or , (a) conflict with or violate any provision of the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Company, as in effect on the date hereof, or any equivalent organizational or governing documents of any of its Subsidiaries as in effect on the date hereof, (b) assuming that all consents, approvals authorizations and other actions described in Section 4.03 have been obtained prior to the Effective Time and all filings and notifications described in Section 4.03 have been made and any waiting periods thereunder have terminated or expired prior to the Effective Time, conflict with or violate any Applicable Law applicable to the Company or of its Subsidiaries or by which any property or asset of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described its Subsidiaries is bound or (c) require any consent or approval under, result in Section 2.3any breach of or any loss of any benefit under, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order default (or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations an event which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or bothboth would become a default) under, or give rise to a others any right of termination, amendment, acceleration or cancellation of, or acceleration result in the creation of any right Liens on any property or obligation asset of the Company or any Subsidiary of the Company its Subsidiaries pursuant to, any note, bond, mortgage, indenture, lease, license, permit, franchise, contract, agreement or to other instrument or obligation (each, a loss of any benefit “Contract”) to which the Company or any Subsidiary of the Company its Subsidiaries is entitled under a party or by which any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assetsassets are bound, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" meansexcept, with respect to any assetclauses (b) and (c), any mortgagefor such conflicts, lienviolations, pledgebreaches, charge, security interest defaults or encumbrance of any kind in respect of such assetother occurrences that would not have a Company Material Adverse Effect.

Non-Contravention. Except as set forth (a) Neither the execution and delivery by Merger Sub and Parent of this Agreement or any other Transaction Document that either Merger Sub or Parent is a party nor the consummation by Merger Sub and Parent of the Transactions will, directly or indirectly (with or without notice or lapse of time): (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws, or other similar organizational documents of Merger Sub or Parent; (ii) result in a violation or breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or cancellation of, or give rise to a right of purchase under, or accelerate the performance required by Parent or Merger Sub under, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub pursuant to the terms, conditions or provisions of, any Contract to which Party or Merger Sub is a party or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (b) below, violate any Judgment or Law applicable to Merger Sub or Parent, in each case, other than any such event described in items (ii) or (iii) which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Schedule 2.4 hereto, the ability of Merger Sub or Parent to consummate the Transactions (a “Parent Material Adverse Effect”). (b) No Governmental Approval is necessary to be obtained or made by Merger Sub or Parent in connection with Merger Sub’s and Parent’s execution, delivery and performance by the Company of this Agreement and or the consummation by the Company Merger Sub or Parent of the transactions contemplated hereby do not and will not: 2.4.1 contravene or conflict Transactions, except for (i) compliance with the articles of incorporation or bylaws DGCL (including, with respect to the filing of the Company Certificate of Merger), (ii) compliance with and submission of filings, forms, declarations, notifications, registrations and notices required to be filed with Governmental Authorities under any Antitrust Law, (iii) the filing with the SEC of any documents required to be filed with the SEC by Merger Sub or any Subsidiary Parent pursuant to this Agreement or in connection with the Transactions, (iv) the approvals, filings and notifications imposed by applicable Laws that are set forth in Section 3.3(b) of the Company; 2.4.2 subject Parent Disclosure Schedules, and (v) such other Governmental Approvals the failure of which to obtaining the consents and approvals described in Section 2.3, contravene be obtained or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could made would not, individually or in the aggregate, reasonably be reasonably expected to have a Parent Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetEffect.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, (i) Neither the execution, delivery and performance by the Company Holder of this Agreement and or the RRA Amendment, nor the consummation by the Company of the transactions contemplated hereby do not and will not: 2.4.1 contravene or conflict thereby, nor compliance by the Holder with the articles of incorporation or bylaws any of the Company provisions hereof or thereof, will (A) violate, conflict with, or result in a breach of any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3provision of, contravene or conflict with or constitute a violation of any provision of any lawdefault (or an event which, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both, would constitute a default) under, or give rise to result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation termination or acceleration of, or result in the creation of any right Lien upon any of the properties or assets of the Holder under any of the terms, conditions or provisions of (i) its governing instruments or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company Holder is a party or by which it may be bound, or to which the Holder or any Subsidiary of the Company is entitled under properties or assets of the Holder may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any provision of any agreementLaw, contractstatute, leaseordinance, indenture rule or other instrument binding upon the Company regulation, permit, concession, grant, franchise or any Subsidiary judgment, ruling, order, writ, injunction or decree applicable to the Holder or any of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregatecase of clauses (A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be reasonably expected to have a Material Adverse Effect on materially and adversely affect the Company or its Holder’s ability to perform its respective obligations under this Agreement or consummate the transactions contemplated hereby; orhereby on a timely basis. 2.4.4 subject (ii) Other than filings with the SEC which may be required under Section 16, Section 13(d) or Section 13(f) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) on the part of the Holder and other persons that may be deemed to obtaining beneficially own the consents and approvals described in Section 2.3Exchanged Common Shares or the Preferred Shares, result in the creation no notice to, registration, declaration or imposition filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity (as defined below), nor expiration or termination of any Lien on any asset statutory waiting period, is necessary for the consummation by the Holder of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of by this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, Neither the execution, execution and delivery and performance by the Company of this Agreement and the Ancillary Agreements, nor the consummation by the Company of the transactions contemplated hereby do not and or thereby, will not: 2.4.1 contravene (i) violate (A) any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or conflict with the articles other restriction of incorporation or bylaws any Governmental Entity to which any of the Company Target Companies or any Subsidiary of the Company; 2.4.2 Target Subsidiaries is subject to obtaining the consents and approvals described in Section 2.3, contravene or conflict with or constitute a violation of (B) any provision of any lawthe charter or bylaws, regulationor other governing documents, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationTarget Companies or Target Subsidiaries, or any domestic(ii) conflict with, foreign or other state, country, city of other political subdivision (result in a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3breach of, constitute a breach default under, result in the acceleration of, or violation of create in any party the right to accelerate, terminate, modify, or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of cancel any agreement, contract, lease, indenture license, instrument, or other instrument binding arrangement to which any of the Target Companies or Target Subsidiaries is a party or by which any of them are bound or to which any of their assets is subject (or result in the imposition of any Lien upon any of their assets), or (iii) result in the Company imposition or creation of a Lien upon or with respect to the Target Interests or any Subsidiary of the Companyassets of the Target Companies or Target Subsidiaries, except, in the case of clauses (i)(A) and (ii), where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, Lien would not reasonably be reasonably expected to have a Material Adverse Effect on Effect. None of the Company Sellers nor any of the Target Companies or its ability Target Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity in order for the Parties to consummate the transactions contemplated hereby; or 2.4.4 subject by this Agreement and the Ancillary Agreements, except pursuant to obtaining the consents ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and approvals described in Section 2.3, result for the necessary filings in the creation European Union and except where the failure to give notice, to file, or imposition of to obtain any Lien on any asset of the Company authorization, consent, or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, approval would not reasonably be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetEffect.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby do not and will not: 2.4.1 contravene not (with or without notice or lapse of time, or both) (i) subject to obtaining the Requisite Stockholder Approval, contravene, conflict with with, or result in any violation or breach of any provision of the articles of incorporation or bylaws Organizational Documents of the Company or any Company Subsidiary or any resolutions adopted by the Company Board or the board of the Company; 2.4.2 subject directors of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and permits referred to obtaining the consents in Section 4.04 have been obtained, and approvals all filings and notifications described in Section 2.34.04 have been made and all applicable waiting periods under the HSR Act have been terminated or expired, contravene or and otherwise assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or constitute result in a violation or breach of any provision of any lawApplicable Law or Order, regulation(iii) require any consent or approval under, judgmentviolate, injunctionconflict with, order result in any breach of or decree any loss of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3benefit under, constitute a breach or violation change of control or default under under, or result in termination or cancellation or give to others any right of termination, vesting, amendment, acceleration or cancellation (in each case, with or without notice or lapse of time or both) of, any Contract or give rise to a right of termination, cancellation Lease Agreement (including any Material Contract or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit Lease Agreement) to which the Company or any Company Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the Company is entitled under any provision property, assets or business of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaultsSubsidiaries, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, (iv) result in the creation or imposition of any Lien on any rights, property or asset of the Company or any Subsidiary of the CompanyCompany Subsidiaries, except with such Liens which could notexceptions, in the case of each of clauses (ii), (iii) and (iv), as has not had, and would not reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetEffect.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the The execution, delivery and performance of this Agreement and the Statutory Merger Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby Transactions do not and will not:not (assuming the accuracy of the representations and warranties made in Section 4.5 and Section 4.7): 2.4.1 (a) contravene or conflict with the articles of incorporation with, or bylaws result in any violation or breach of, any provision of the Company or any Subsidiary of Organizational Documents (as they may be amended pursuant to the CompanyBye-Law Amendment); 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, (b) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationwith, or result in any domesticviolation or breach of, foreign any Laws or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or Orders applicable to the Company or any Subsidiary of its Subsidiaries or by which any assets of the CompanyCompany or any of its Subsidiaries (“Company Assets”) are bound, except such contraventionsassuming that all consents, conflicts approvals, authorizations, filings and violations which could notifications described in Section 3.7 have been obtained or made or, if not obtained or made, would not, individually or in the aggregate, reasonably be reasonably expected to have a Company Material Adverse Effect on the Company or its ability to consummate the transactions contemplated herebyEffect; 2.4.3 subject to obtaining the consents and approvals described (c) result in Section 2.3any violation or breach of, or constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of terminationunder, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit Contracts to which the Company or any Subsidiary of the its Subsidiaries is a party or by which any Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 Assets are bound (collectively, the "Debt Instruments") or any license“Company Contracts”), franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could as would not, individually or in the aggregate, reasonably be reasonably expected to have a Company Material Adverse Effect on the Effect; (d) require any consent, approval or other authorization of, or filing with or notification to, any Person under any Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the CompanyContracts, except such Liens which could as would not, individually or in the aggregate, reasonably be reasonably expected to have a Company Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect Effect; (e) give rise to any assettermination, any mortgagecancellation, lienamendment, pledge, charge, security interest modification or encumbrance acceleration of any kind rights or obligations under any Company Contracts, except as would not, individually or in respect the aggregate, reasonably be expected to have a Company Material Adverse Effect; or (f) cause the creation or imposition of such assetany Liens on any Company Assets, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) Except as set forth on Schedule 2.4 heretodisclosed in Section 5.3 of the RGA Disclosure Schedule, neither the execution, execution and delivery and performance by the Company of this Agreement and by RGA nor the consummation by the Company RGA of the transactions contemplated hereby do not and will not: 2.4.1 contravene or conflict Transactions, nor compliance by RGA with the articles of incorporation or bylaws any of the Company or any Subsidiary provisions of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3this Agreement, contravene or will (i) conflict with or constitute a result in any violation or breach of or default (with or without notice or lapse of time, or both) under any provision articles of incorporation, certificate of incorporation, bylaws or similar organizational documents of RGA or any lawof its Significant Subsidiaries, regulation(ii) violate any Law, judgment, injunction, order writ or decree injunction of any courtGovernmental Authority applicable to RGA or any of its Subsidiaries, tribunalor (iii) conflict with or result in any violation or breach of, arbitratoror default (with or without notice or lapse of time, authorityor both) under or give rise to a right of, agencyor result in, commissiontermination, official modification, cancellation, recapture or acceleration of any obligation or to the loss of a benefit, or result in the creation of any Lien in or upon or with respect to, any of the properties or other instrumentality assets of RGA or any of its Subsidiaries, under any of the United States; terms, conditions or provisions of any foreign country; loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, contract or other agreement (each, a “Contract”) to which RGA or any sovereign nationof its Subsidiaries is a party, except in the case of clauses (ii) and (iii), for such violations, defaults or conflicts as would not reasonably be expected to, individually or in the aggregate, have a RGA Material Adverse Effect. Other than as would not reasonably be expected to result in a RGA Material Adverse Effect, none of the Transactions will (x) constitute a “change of control” of RGA or any of its Subsidiaries or otherwise result in the increase or acceleration of any benefits, including to employees of RGA, under any Contract to which RGA or any of its Subsidiaries is a party or by which RGA or any of its Subsidiaries is bound or (y) result in any adjustment of the number of shares subject to, or the terms of, including exercise price, any domesticoutstanding employee stock options of RGA; provided, foreign however, the Transactions may result in an adjustment to type or other stateclass of shares subject to any such options of RGA. (b) Except as would not be required to be disclosed in the RGA Disclosure Documents (and, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or extent any Subsidiary of such disclosure is required in the CompanyRGA Disclosure Documents, except as shall be disclosed therein, including any disclosure incorporated by reference into such contraventionsdocuments), conflicts and violations which could except as would not, individually or in the aggregate, reasonably be reasonably expected to have a RGA Material Adverse Effect on the Company or Effect, neither RGA nor any of its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described Significant Subsidiaries (i) is in Section 2.3, constitute a breach or violation of its respective articles of incorporation, certificate of incorporation, bylaws or similar organizational documents, (ii) is in default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration in the performance of any right Contract to which it is a party or obligation of the Company or any Subsidiary of the Company by which it is bound or to a loss which any of its properties is subject or (iii) is in violation of any benefit Law applicable to which the Company or RGA, any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, its Subsidiaries or their respective properties assets or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetproperties.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the The execution, delivery and performance by Scripps and its Subsidiaries of the Company of this Agreement Transaction Agreements to which they are or will be party and the consummation by the Company of the transactions contemplated hereby Transactions do not and will not: 2.4.1 contravene not (a) contravene, conflict with, or conflict result in any violation or breach of any provision of the Organizational Documents of Scripps or any such Subsidiary, (b) assuming compliance with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject matters referred to obtaining the consents and approvals described in Section 2.37.03, contravene or contravene, conflict with or constitute result in a violation or breach of any provision of any lawApplicable Law, regulation(c) assuming compliance with the matters referred to in Section 7.03 and except as set forth on Section 7.03 of the Scripps Disclosure Schedule, judgment, injunction, order or decree of require any court, tribunal, arbitrator, authority, agency, commission, official Consent or other instrumentality of the United States; action by any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3Person under, constitute a breach default, or violation of or default under (an event that, with or without notice or lapse of time or both) , would constitute a default, under, or give rise to a right of cause or permit the termination, cancellation cancellation, acceleration or acceleration other change of any right or obligation of or the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company Scripps or any Subsidiary of the Company its Subsidiaries is entitled under any provision of any agreement, contract, lease, indenture or other instrument Contract binding upon the Company Scripps or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") its Subsidiaries or any license, franchise, permit permit, certificate, approval or other similar authorization held by affecting, or relating in any way to, the Company assets or business of Scripps or any Subsidiary of the Company except such defaults, terminations, cancellations its Subsidiaries or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, (d) result in the creation or imposition of any Lien on any asset of the Company Scripps or any Subsidiary of its Subsidiaries, with such exceptions, in the Companycase of each of clauses (b) through (d), except such Liens which could notas would not be reasonably expected to have, individually or in the aggregate, be reasonably expected to have a Scripps Material Adverse Effect on or prohibit or impair or delay the Company ability of Scripps or any of its ability Subsidiaries to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetTransactions.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the The execution, delivery and performance by the Company Hurricane of this Agreement and the consummation by the Company Hurricane of the transactions contemplated hereby do not and will not: 2.4.1 contravene not (i) contravene, conflict with, or conflict with result in any violation or breach of any provision of the articles certificate of incorporation or bylaws of Hurricane, (ii) assuming compliance with the Company or any Subsidiary of the Company; 2.4.2 subject matters referred to obtaining the consents and approvals described in Section 2.35.03, contravene or contravene, conflict with or constitute result in a violation or breach of any provision of any lawApplicable Law, regulation(iii) assuming compliance with the matters referred to in Section 5.03, judgmentcontravene, injunctionrequire any consent, order or decree of any courtapproval, tribunal, arbitrator, authority, agency, commission, official authorization or other instrumentality of the United States; action by any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3Person under, constitute a breach default, or violation of or default under (an event that, with or without notice or lapse of time or both) , would constitute a default, under, or give rise to a right of cause or permit the termination, cancellation cancellation, acceleration or acceleration other change of any right or obligation of or the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company Hurricane or any Subsidiary of the Company its Subsidiaries is entitled under any provision of any agreement, contract, lease, indenture agreement or other instrument binding upon the Company Hurricane or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") its Subsidiaries or any license, franchise, permit permit, certificate, approval or other similar authorization held by affecting, or relating in any way to, the Company assets or any Subsidiary business of the Company except such defaults, terminations, cancellations Hurricane and its Subsidiaries or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, (iv) result in the creation or imposition of any Lien on any asset of the Company Hurricane or any Subsidiary of the Companyits Subsidiaries, except for such contraventions, conflicts, violations and breaches referred to in clause (ii) and for such failures to obtain any such consent, approval, authorization or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens which could notreferred to in clauses (iii) and (iv) that would not be reasonably expected to have, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect (ignoring, for this purpose only, clause (vi) of that definition) on Hurricane or materially to impair or preclude the Company or its ability of Hurricane to consummate the transactions contemplated hereby. For purposes of by this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the execution, The execution and delivery by ATAO and performance by the Company Merger Sub of this Agreement and each Ancillary Document to which it is a party, the consummation by the Company ATAO and Merger Sub of the transactions contemplated hereby do and thereby, and compliance by ATAO and Merger Sub with any of the provisions hereof and thereof, will not and will not: 2.4.1 contravene or (a) conflict with the articles or violate any provision of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 ATAO and Merger Sub’s Organizational Documents, (b) subject to obtaining the consents and approvals described Consents from Governmental Authorities referred to in Section 2.33.3 hereof, contravene and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to ATAO and Merger Sub or any of their respective properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a violation default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by ATAO and Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any provision Lien upon any of the properties or assets of ATAO and Merger Sub under, (viii) give rise to any lawobligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, regulationexercise any remedy, judgmentclaim a rebate, injunctionchargeback, order penalty or decree of change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any courtright, tribunalbenefit, arbitrator, authority, agency, commission, official obligation or other instrumentality term under, any of the United States; terms, conditions or provisions of, any foreign country; ATAO and Merger Sub Material Contract, except for any sovereign nation, or deviations from any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Companyforegoing clauses (a), except such contraventions, conflicts and violations which could not, individually (b) or in the aggregate, (c) that would not reasonably be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents ATAO and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetMerger Sub.

Non-Contravention. Except as set forth on Schedule 2.4 heretoAssuming the receipt of the Company Approvals, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Offer, the Merger and the other transactions contemplated hereby by this Agreement, do not and will not: 2.4.1 contravene or (a) contravene, conflict with or result in a violation of (i) the articles certificate of incorporation or bylaws of the Company or (ii) any Subsidiary organizational or governing documents of the Company’s Subsidiaries; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3(b) contravene, contravene or conflict with or constitute result in a violation of any Law or Order to which any of the Acquired Companies, or any of the assets owned or used by any of the Acquired Companies, is subject; (c) subject to any notices or Consents set forth in Section 3.5 of the Company Disclosure Letter, contravene, conflict with or result in a violation or breach of, or result in a default (or an event which, with notice or lapse of time or both, would constitute a default) under, any provision of any lawMaterial Contract, regulation, judgment, injunction, order or decree give any Person the right to: (i) declare a default or exercise any remedy under any Material Contract; (ii) a penalty under any Material Contract; (iii) accelerate the maturity or performance of any courtMaterial Contract; or (iv) cancel, tribunalterminate or modify any right, arbitratorbenefit, authority, agency, commission, official obligation or other instrumentality term of any Material Contract; or (d) result in the creation of any Lien (other than Permitted Liens) upon any asset owned by any of the United StatesAcquired Companies; except, in the case of clauses (b), (c) and (d) above, for any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts conflicts, violations, breaches, defaults, rights or Liens that has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and violations which could would not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect on prevent, materially delay or materially impede the Company Offer, the Merger or its ability to consummate any of the other transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the execution, delivery and performance by Neither the Company of this Agreement and the consummation by the Company nor any of the transactions contemplated hereby do not and will not: 2.4.1 contravene Subsidiaries is in breach or conflict violation of or in default under (nor has any event occurred which, with notice, lapse of time or both, would reasonably be expected to result in any breach or violation of, constitute a default under or give the articles holder of incorporation any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (A) its charter or bylaws or similar governing documents, or (B) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any material license, lease, contract or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or effected, or (C) any U.S. or Russian federal, state, local or foreign law, regulation or rule, or (D) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority having jurisdiction over the Company or any Subsidiary the Subsidiaries (including, without limitation, the rules and regulations of the Company; 2.4.2 subject Nasdaq Global Market), or (E) any decree, judgment or order applicable to obtaining it or any of its properties, except in the consents and approvals described in Section 2.3, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality case of the United States; foregoing clauses (B), (C), (D) and (E), for any foreign country; any sovereign nationsuch breaches, violations, defaults or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could events that would not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect on Effect; The execution, delivery and performance of this Agreement, the Company or its ability to consummate issuance and sale of the Shares and the consummation of the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described hereby will not conflict with, result in Section 2.3, constitute a any breach or violation of or constitute a default under (nor constitute any event which, with or without notice or notice, lapse of time or both) , would reasonably be expected to result in any breach or violation of, constitute a default under or give rise to a right of termination, cancellation or acceleration the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or obligation repayment of all or a part of such indebtedness under) (or result in the creation or imposition of a lien, charge or encumbrance on any property or assets of the Company or any Subsidiary pursuant to) (A) the charter or bylaws of the Company or to a loss similar organizational documents of any benefit of the Subsidiaries, or (B) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Company or any Subsidiary of the Company Subsidiaries is entitled under a party or by which any provision of them or any of their respective properties is subject, or (C) any U.S. or Russian federal, state, local or foreign law, regulation or rule, or (D) any rule or regulation of any agreement, contract, lease, indenture self-regulatory organization or other instrument binding upon non-governmental regulatory authority having jurisdiction over the Company or the Shares (including, without limitation, the rules and regulations of the Nasdaq Global Market), or (E) any decree, judgment or order applicable to the Company or any Subsidiary of the Company, Subsidiaries or any of their respective properties or assetsproperties, including except in the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary case of the Company except foregoing clauses (B), (C), (D) and (E), for any such breaches, violations, defaults, terminationsrepurchases, cancellations redemptions, repayments or accelerations which could events that would not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetEffect.

Non-Contravention. Except as set forth on described in Schedule 2.4 hereto3.04 and assuming compliance with the matters referred to in Section 3.03, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not: 2.4.1 not (a) assuming receipt of the approval of stockholders referred to in Section 3.02, contravene or conflict with the articles certificate of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, (b) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the CompanySubsidiary, except such contraventions, conflicts and violations which could not, individually or (c) result in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or constitute a default under (or an event which with or without the giving of notice or the lapse of time or bothboth would constitute a default under) or give rise to a right of termination, amendment, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled or require any consent, approval or authorization under any provision of any material agreement, contract, lease, indenture contract or other instrument binding upon the Company or any Subsidiary or any of the Company, or their respective properties or assets, assets (including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations Subsidiary) or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, (d) result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the CompanySubsidiary, except for such contraventions, conflicts or violations referred to in clause (b) and breaches, violations, defaults, rights of termination, cancellation or acceleration, losses, Liens which could or other occurrences referred to in clauses (c) and (d) that in the aggregate would not, individually or in the aggregatewould not reasonably be expected to, be reasonably expected to have a Material Adverse Effect on or prevent or delay the consummation of the Merger in any material respect or otherwise prevent the Company or from performing its ability to consummate the transactions contemplated herebyobligations under this Agreement in any material respect. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. The execution and delivery of this Agreement and the Voting Agreement does not constitute a "Change of Control" under the terms of that certain Certificate of Designation of Series A Cumulative Convertible Preferred Stock of the Company executed by the Company on December 15, 1995.

Non-Contravention. Except as set forth on Schedule 2.4 heretodisclosed in the Purchasers Disclosure Schedule, the execution, execution and delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby each Purchaser do not and will not: 2.4.1 contravene or conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3violate, contravene or conflict with or constitute result in a violation breach of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationof, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach default (or violation of or default under (an event which, with or without notice or lapse of time or both, would constitute a default) under, or give rise to result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation termination or acceleration under, or result in the creation of any lien, security interest, charge, encumbrance or preferential right or obligation to purchase upon any of the Company properties or assets of either Purchaser under any of the terms, conditions or provisions of (i) the respective charters or by-laws of either Purchaser, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to either Purchaser or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assetsassets or (iii) any note, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectivelybond, the "Debt Instruments") or any mortgage, indenture, deed of trust, license, franchise, permit permit, concession, contract, lease or other similar authorization held instrument, obligation or agreement of any kind to which either Purchaser is now a party or by which either Purchaser or any of their respective properties or assets may be bound or affected. Except as disclosed in the Purchasers Disclosure Schedule, the consummation by the Company or any Subsidiary Purchasers of the Company except transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens or preferential right to purchase under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence. Excluded from the foregoing sentences of this paragraph (d), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (d), are such violations, conflicts, breaches, defaults, terminations, cancellations accelerations or accelerations which could creations of liens, security interests, charges or encumbrances that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetEffect.

Non-Contravention. Except (a) The receipt of the consents, approval, authorizations and other requirements set forth in Section 4.03, and except as set forth on Schedule 2.4 heretoSection 4.05(a) of the Purchaser Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement by Purchaser and the consummation by the Company of the transactions contemplated hereby Transactions do not and will not: 2.4.1 not (i) contravene or conflict with with, or result in any violation or breach of, any provision of (A) the articles Purchaser Organizational Documents or (B) the comparable organizational or governing documents of incorporation or bylaws any of the Company Subsidiaries of Purchaser, (ii) contravene or conflict with, or result in any material violation or breach of, any Permit or Law applicable to either Purchaser or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals its Subsidiaries or by which any Purchaser Assets are bound, assuming that all Governmental Authorizations described in Section 2.34.03 have been obtained or made, contravene (iii) result in any violation, termination, acceleration of any material obligation, cancellation or conflict with breach of, or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise require any notice or consent under, any Purchaser Material Contracts or Purchaser Real Property Leases to which Purchaser or any of its Subsidiaries is a right of termination, cancellation party or acceleration by which any Purchaser Assets are bound or (iv) result in the creation of any right or obligation Liens (other than Permitted Liens) upon any of the Company or any Subsidiary Purchaser Assets except, in the case of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreementclauses (iii) and (iv), contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could as would not, individually or in the aggregate, reasonably be reasonably expected to have a Purchaser Material Adverse Effect on the Company Effect. Neither Purchaser nor any of its Subsidiaries has received any written notice from any Governmental Authority regarding any actual, alleged, possible or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3potential violation of, result in the creation or imposition failure of any Lien on any asset of the Company Purchaser or any Subsidiary of its Subsidiaries to comply with any Permit or Law. (b) Notwithstanding the Companyforegoing, except such Liens there is no Contract to which could not, individually or in the aggregate, be reasonably expected Purchaser is a party that purports to have a Material Adverse Effect material adverse effect (or could be construed to result in a material adverse effect) on Purchaser Intellectual Property following consummation of the Company Transactions or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetMerger.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, Neither the execution, execution and delivery and performance by the Company of this Agreement and by the Stockholder nor the consummation by the Company of the transactions contemplated hereby do not and nor compliance by the Stockholder with any provisions herein will not: 2.4.1 contravene (a) if the Stockholder is an entity, violate, contravene, or conflict with or result in any breach of any provision of the articles certificate of incorporation or bylaws (or other similar governing documents) of the Company Stockholder, (b) require any consent, approval, authorization, or permit of, action by, or filing with or notification to, any Subsidiary Governmental Entity on the part of the Company; 2.4.2 subject to obtaining the consents and approvals described Stockholder, except for compliance with applicable securities Laws, (c) violate, conflict with, or result in Section 2.3, contravene or conflict with or constitute a violation breach of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationprovisions of, or require any domesticconsent, foreign waiver or other state, country, city of other political subdivision (a "Governmental approval or Regulatory Authority") binding upon result in any breach or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3violation of, constitute a breach default (or violation of or default under (an event that with or without notice or lapse of time or bothboth would become a default) under, or give rise to a any right of termination, cancellation cancellation, amendment, or acceleration of under any right or obligation of the Company terms, conditions or provisions of under, any Subsidiary of the Company or to a loss of any benefit Contract to which the Company Stockholder is a party or by which the Stockholder or any Subsidiary of its assets may be bound, (d) result (or, with the Company is entitled under any provision giving of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectivelynotice, the "Debt Instruments"passage of time or otherwise, would result) or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on the Subject Shares (other than one created by Parent or Purchaser), or (e) violate any asset Law or Judgment applicable to the Stockholder or by which any of the Company or any Subsidiary of the Companyits assets are bound, except such Liens which could as would not, in the case of each of clauses (c), (d), and (e), reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect material adverse effect on the Company or its Stockholder’s ability to consummate timely perform its obligations under this Agreement. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Non-Contravention. Except as set forth on Schedule 2.4 heretodisclosed in the Prospectus, the execution, delivery and performance by the Company of this Agreement by the Transaction Entities and the consummation by the Company of the transactions contemplated hereby (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under “Use of Proceeds”) do not and will not: 2.4.1 contravene not (whether with or without the giving of notice or passage of time or both) conflict with the articles or result in a breach or violation of incorporation or bylaws any of the Company terms and provisions of, or constitute a default (or give rise to any right of termination, acceleration, cancellation, repurchase or redemption) or Repayment Event (as hereinafter defined) under, or result in the creation or imposition of a Lien upon any property or assets of the Transaction Entities or any Subsidiary pursuant to, (i) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Transaction Entities or any of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3Subsidiaries or any of their properties, contravene assets or conflict with business currently owned by them; (ii) any term, condition or constitute a violation of any provision of any lawAgreements or Instruments; or (iii) the charters, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official by-laws or other instrumentality organizational documents, as applicable, of the United States; any foreign country; any sovereign nation, Transaction Entities or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the CompanySubsidiaries, except for such contraventionsconflicts, conflicts breaches, violations or defaults that (with respect to subclauses (i) and violations which could not(ii) above) would not reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company Effect. As used herein, “Repayment Event” means any event or its ability condition which, without regard to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (compliance with or without any notice or lapse of time or both) or give rise to a right of terminationother procedural requirements, cancellation or acceleration gives the holder of any right note, debenture or obligation other evidence of the Company indebtedness (or any Subsidiary person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of the Company all or to a loss portion of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of such indebtedness by the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") Operating Partnership or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetSubsidiary.

Non-Contravention. Except as set forth on Schedule 2.4 hereto3.3, the execution, delivery and performance of the Transaction Documents to which each Seller is, or will be, a party by the Company of this Agreement such Seller, and the consummation by the Company such Seller of the transactions contemplated hereby do thereby, does not and will not: 2.4.1 contravene or conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or not (a) conflict with or constitute a violation result in any breach of any provision of the Organizational Documents of such Seller, (b) (i) require any lawconsent or approval under, regulation, judgment, injunction, order (ii) result in any violation or decree breach of or any loss of any courtbenefit under, tribunal(iii) constitute a default (or an event that with or without the giving of notice or passage of time or both would give rise to a default) under or (iv) give rise to any right of termination, arbitratorsuspension, authoritycancellation, agencynon-renewal, commissionmodification, official amendment or other instrumentality acceleration (with or without the giving of notice, or the passage of time or both) under (A) any of the United States; terms, conditions or provisions of any foreign country; Contract to which such Seller is a party or by which any sovereign nationproperty or asset of such Seller is bound or affected or (B) any Permit owned by such Seller in connection with the operations of the Business or its ownership of the Acquired Interests, (c) except for any Governmental Consents set forth on Schedule 3.4, conflict with or violate any Law to which such Seller is subject or by which any of the Assets or its properties or assets are bound or subject, or any domestic, foreign or other state, country, city Proceeding of other political subdivision (a "any Governmental or Regulatory Authority") binding upon or applicable to the Company or Authority having jurisdiction over any Subsidiary of the CompanyAssets or its respective properties or assets or (d) result in the creation of an Encumbrance on any Asset or property or asset of such Seller (including the Acquired Interests), except except, in the cases of clauses (b) and (c), for such contraventionsdefaults or rights of termination, cancellation, amendment, acceleration, conflicts and or violations which could notas would not reasonably be expected, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on prevent or materially delay the Company or its ability to consummate consummation of the transactions contemplated hereby; 2.4.3 subject by the Transaction Documents to obtaining which such Seller is, or will be, a party, to materially impair such Seller’s ability to perform its obligations under the consents and approvals described in Section 2.3Transaction Documents to which it is, constitute or will be, a breach party or violation of or default under (with or without notice or lapse of time or both) or give rise be material to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreementBusiness, contractand, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregatecase of clause (d), be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetCorporate Encumbrances.

Non-Contravention. Except as set forth on Schedule 2.4 heretoThe execution, delivery and performance by Seller of this Agreement and each Ancillary Agreement to which it is a party and the execution, delivery and performance by the Company each Affiliate of this Seller of each Ancillary Agreement and the consummation by the Company of the transactions contemplated hereby to which such Affiliate will be a party do not and will not: 2.4.1 contravene not (a) violate the certificate of formation or conflict operating agreement or comparable organizational documents of Seller or such Affiliate, as applicable, (b) subject to compliance with the articles of incorporation or bylaws of the Company HSR Act or any Subsidiary of applicable Foreign Competition Law, violate any Law applicable to Seller or such Affiliate, as applicable, the Company; 2.4.2 Product Business or the Purchased Assets, (c) subject to obtaining the consents consents, Permits and approvals described authorizations, giving the notices and making the filings referred to in Section 2.33.1.5(b), contravene or conflict with (i) violate, breach or constitute a violation of any provision of any lawdefault under, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or result in the aggregatetermination or cancellation of, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company Seller or any Subsidiary Affiliate thereof under, or require any other notice, consent or waiver under, any Contract or Permit to which Seller or such Affiliate is a party or to which any of the Company Purchased Assets is subject, and which, in each case, is necessary for the conduct of the Product Business, or to a loss of (ii) (A) violate any benefit Order to which the Company Seller or any Subsidiary of its Affiliates is subject relating to the Company is entitled under any provision Product Business, or (B) require on the part of any agreement, contract, lease, indenture or other instrument binding upon the Company Seller or any Subsidiary of the Companyits Affiliates any filing with, or their respective properties any authorization, consent or assetsapproval of, including any Governmental Authority or (d) result in any Encumbrance (other than a Permitted Encumbrance) on any Purchased Assets, except, in the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 case of (collectively, the "Debt Instruments"b) or any license(c), franchisefor such violations, permit breaches, defaults or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, terminations that would not reasonably be reasonably expected to have a Material Adverse Effect on be material to the Company Product Business or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetPurchased Assets.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby by this Agreement do not and will not: 2.4.1 (a) contravene or conflict with the articles of incorporation with, or bylaws result in any violation or breach of, any provision of the Company or any Subsidiary of the CompanyOrganizational Documents; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, (b) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationwith, or result in any domesticviolation or breach of, foreign any Laws or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or Orders applicable to the Company or any Subsidiary of its Subsidiaries or by which any assets of the CompanyCompany or any of its Subsidiaries (“Company Assets”) are bound, except such contraventionsassuming that all consents, conflicts approvals, authorizations, filings and violations which could notnotifications described in Section 3.8 have been obtained or made or, individually if not obtained or in the aggregatemade, would not reasonably be reasonably expected to have a Company Material Adverse Effect on the Company or its ability to consummate the transactions contemplated herebyEffect; 2.4.3 subject to obtaining the consents and approvals described (c) result in Section 2.3any violation or breach of, or constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of terminationunder, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit Contracts to which the Company or any Subsidiary of its Subsidiaries is a party or by which any Company Assets are bound (collectively, “Company Contracts”), other than as set forth in Section 3.9(c) of the Company is entitled under any provision of any agreement, contract, lease, indenture Disclosure Letter or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, as would not reasonably be reasonably expected to have a Company Material Adverse Effect on Effect; (d) require any consent, approval or other authorization of, or filing with or notification to, any Person under any Company Contracts, other than as set forth in Section 3.9(d) of the Company Disclosure Letter or, if not obtained, would not reasonably be expected to have a Company Material Adverse Effect; (e) give rise to any termination, cancellation, amendment, modification, early amortization event, default (including any manager default or its ability event of default) or acceleration of indebtedness or of any rights or obligations under any Company Contracts (or event or condition that with the passage of time or giving of notice or both would give rise to consummate any termination, cancellation, amendment, modification, early amortization event, default (including any manager default or event of default) or acceleration of indebtedness or of any rights or obligations under any Company Contracts), other than (i) as set forth in Section 3.9(e) of the transactions contemplated herebyCompany Disclosure Letter or (ii) except with respect to any “manager default,” “event of default” or “early amortization event” under (and as defined in) any management agreement or agreement relating to the Company Indebtedness, as would not reasonably be expected to have a Company Material Adverse Effect; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in (f) cause the creation or imposition of any Lien material Liens on any asset Company Assets, other than as set forth in Section 3.9(f) of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetDisclosure Letter.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the execution, delivery and performance by Neither the Company of this Agreement and the consummation by the Company nor any of the transactions contemplated hereby do not and will not: 2.4.1 contravene Subsidiaries is in breach or conflict violation of or in default under (nor has any event occurred which, with notice, lapse of time or both, would reasonably be expected to result in any breach or violation of, constitute a default under or give the articles holder of incorporation any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (A) its charter or bylaws or similar governing documents, or (B) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any material license, lease, contract or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, or (C) any U.S. or Russian federal, state, local or foreign law, regulation or rule, or (D) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority having jurisdiction over the Company or any Subsidiary the Subsidiaries (including, without limitation, the rules and regulations of the Company; 2.4.2 subject Nasdaq Global Market), or (E) any decree, judgment or order applicable to obtaining it or any of its properties, except in the consents and approvals described in Section 2.3, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality case of the United States; foregoing clauses (B), (C), (D) and (E), for any foreign country; any sovereign nationsuch breaches, violations, defaults or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could events that would not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect on Effect; The execution, delivery and performance of this Agreement, the Company or its ability to consummate issuance and sale of the Shares and the consummation of the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described hereby will not conflict with, result in Section 2.3, constitute a any breach or violation of or constitute a default under (nor constitute any event which, with or without notice or notice, lapse of time or both) , would reasonably be expected to result in any breach or violation of, constitute a default under or give rise to a right of termination, cancellation or acceleration the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or obligation repayment of all or a part of such indebtedness under) (or result in the creation or imposition of a lien, charge or encumbrance on any property or assets of the Company or any Subsidiary pursuant to) (A) the charter or bylaws of the Company or to a loss similar organizational documents of any benefit of the Subsidiaries, or (B) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Company or any Subsidiary of the Company Subsidiaries is entitled under a party or by which any provision of them or any of their respective properties is subject, or (C) any U.S. or Russian federal, state, local or foreign law, regulation or rule, or (D) any rule or regulation of any agreement, contract, lease, indenture self-regulatory organization or other instrument binding upon non-governmental regulatory authority having jurisdiction over the Company or the Shares (including, without limitation, the rules and regulations of the Nasdaq Global Market), or (E) any decree, judgment or order applicable to the Company or any Subsidiary of the Company, Subsidiaries or any of their respective properties or assetsproperties, including except in the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary case of the Company except foregoing clauses (B), (C), (D) and (E), for any such breaches, violations, defaults, terminationsrepurchases, cancellations redemptions, repayments or accelerations which could events that would not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetEffect.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, (a) Neither the execution, execution and delivery and performance by the Company of this Agreement and by MetLife nor the consummation by the Company MetLife of the transactions contemplated hereby do not and will not: 2.4.1 contravene or conflict Transactions, nor compliance by MetLife with the articles of incorporation or bylaws any of the Company or any Subsidiary provisions of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3this Agreement, contravene or will (i) conflict with or constitute a result in any violation or breach of or default (with or without notice or lapse of time, or both) under any provision articles of incorporation, certificate of incorporation, bylaws or similar organizational documents of MetLife or any lawof its Significant Subsidiaries, regulation(ii) violate any Law, judgment, injunction, order writ or decree injunction of any courtGovernmental Authority applicable to MetLife or any of its Subsidiaries or (iii) conflict with or result in any violation or breach of, tribunalor default (with or without notice or lapse of time, arbitratoror both) under or give rise to a right of, authorityor result in, agencytermination, commissionmodification, official cancellation, recapture or acceleration of any obligation or to the loss of a benefit, or result in the creation of any Lien in or upon or with respect to, any of the properties or other instrumentality assets of MetLife or any of its Subsidiaries, under any of the United States; terms, conditions or provisions of any foreign country; any sovereign nation, Contract to which MetLife or any domesticof its Subsidiaries is a party, foreign except in the case of clauses (ii) and (iii), for such violations, defaults or other stateconflicts as would not reasonably be expected to, countryindividually or in the aggregate, city of other political subdivision have a MetLife Material Adverse Effect. (a "Governmental or Regulatory Authority"b) binding upon or applicable Except as would not be required to be disclosed in the MetLife Disclosure Documents (and, to the Company or extent any Subsidiary of such disclosure is required in the CompanyMetLife Disclosure Documents, except as shall be disclosed therein, including any disclosure incorporated by reference into such contraventionsdocuments), conflicts and violations which could except as would not, individually or in the aggregate, reasonably be reasonably expected to have a MetLife Material Adverse Effect on the Company or Effect, neither MetLife nor any of its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described Significant Subsidiaries: (i) is in Section 2.3, constitute a breach or violation of its respective articles of incorporation, certificate of incorporation, bylaws or similar organizational documents, (ii) is in default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration in the performance of any right Contract to which it is a party or obligation of the Company or any Subsidiary of the Company by which it is bound or to a loss which any of its properties is subject or (iii) is in violation of any benefit Law applicable to which the Company or MetLife, any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, its Subsidiaries or their respective properties assets or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetproperties.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the The execution, delivery and performance by the Company of this Agreement and the Statutory Merger Agreement by it and the consummation by the Company it of the transactions contemplated hereby Transactions to which it is a party do not and will not:not (assuming the accuracy of the representations and warranties of Parent and Merger Sub made in ‎Section 4.03 and ‎Section 4.05 below): 2.4.1 (a) contravene or conflict with with, or result in any violation or breach of, any provision of its Organizational Documents, as they may be amended by the articles of incorporation or bylaws of the Company or any Subsidiary of the CompanyPRE Bye-law Amendment; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, (b) contravene or conflict with with, or constitute a result in any violation or breach of, any Laws or Orders applicable to it or any of its Subsidiaries or by which any of its assets or those of any provision of any lawits Subsidiaries (“PRE Assets”) are bound, regulationassuming that all consents, judgmentapprovals, injunctionauthorizations, order filings and notifications described in ‎Section 3.08 have been obtained or decree of any courtmade or, tribunalif not obtained or made, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could would not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated herebyEffect; 2.4.3 subject to obtaining the consents and approvals described (c) result in Section 2.3any violation or breach of, or constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise under, any Contracts, except for any Reinsurance Contracts, to a right of termination, cancellation or acceleration of any right or obligation of the Company which it or any Subsidiary of the Company its Subsidiaries is a party or to a loss by which any of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 assets are bound (collectively, the "Debt Instruments") or any license“PRE Contracts”), franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could as would not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect on the Company Effect; (d) require any consent, approval or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3other authorization of, result in the creation or imposition of filing with or notification to, any Lien on Person under any asset of the Company or any Subsidiary of the CompanyPRE Contracts, except such Liens which could as would not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect Effect; (e) give rise to any assettermination, any mortgagecancellation, lienamendment, pledge, charge, security interest modification or encumbrance acceleration of any kind rights or obligations under any PRE Contracts, except as would not, individually or in respect the aggregate, reasonably be expected to have a Material Adverse Effect; or (f) cause the creation or imposition of such assetany Liens on any PRE Assets, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Non-Contravention. Except as set forth on disclosed in Schedule 2.4 hereto3(e), the executionexecution and delivery of the Transaction Agreements, the issuance, sale and delivery and of the Securities to be sold by the Company under this Agreement, the performance by the Company of this Agreement and its obligations under the Transaction Agreements and/or the consummation by the Company of the transactions transaction contemplated hereby do will not and will not: 2.4.1 contravene (a) conflict with, result in the breach or conflict violation of, or constitute (with or without the articles giving of incorporation notice or bylaws the passage of time or both) a violation of, or default under, (i) any bond, debenture, note or other evidence of indebtedness, or under any lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary of subsidiary is a party or by which it or its properties may be bound or affected, (ii) the Company; 2.4.2 subject ’s Restated Certificate of Incorporation, as amended and as in effect on the date hereof, the Company’s Bylaws, as amended and as in effect on the date hereof, or the equivalent document with respect to obtaining any subsidiary, as amended and as in effect on the consents and approvals described in Section 2.3date hereof, contravene or conflict with (iii) any statute or constitute a violation of any provision of any law, judgment, decree, rule, regulation, judgment, injunction, ordinance or order or decree of any courtcourt or governmental or regulatory body (including The Nasdaq Stock Market), tribunal, arbitrator, authority, governmental agency, commission, official arbitration panel or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or authority applicable to the Company or any Subsidiary of the Company, any of its subsidiaries or their respective properties, except in the case of clauses (i) and (iii) for such contraventionsconflicts, conflicts and breaches, violations which could notor defaults that would not be likely to have, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the CompanyEffect, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments"b) or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on lien, encumbrance, claim, security interest or restriction whatsoever upon any asset of the material properties or assets of the Company or any Subsidiary of the Companyits subsidiaries or an acceleration of indebtedness pursuant to any obligation, except such Liens agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or any if its ability subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to consummate which any of the transactions contemplated herebyproperty or assets of the Company is subject. For purposes of this AgreementSection 2(e), "Lien" meansthe term “material” shall apply to agreements, with respect understandings, instruments, contracts or proposed transactions to any assetwhich the Company is a party or by which it is bound involving obligations (contingent or otherwise) of, any mortgageor payments to, lien, pledge, charge, security interest or encumbrance the Company in excess of any kind $100,000 in respect of such asseta 12-month period.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, The execution and delivery of the execution, delivery and performance Transaction Documents by the Company of this Agreement and the consummation by the Company of the issuance of the Securities as contemplated by this Agreement and consummation by the Company of the other transactions contemplated hereby by the Transaction Documents do not and will not: 2.4.1 contravene , with or conflict with without the articles giving of notice or the lapse of time, or both, (i) result in any violation of any term or provision of the certificate of incorporation (including all certificates of designation) or bylaws of the Company or any Subsidiary Subsidiary, (ii) except for the right of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3first refusal of Metropolitan Venture Partners II, contravene or LP, which right has been waived, conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or result in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of any of the Company except such defaultsterms or provisions of, terminationsor constitute a default under, cancellations or accelerations which could not, individually or result in the aggregatemodification of, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on lien, security interest, charge or encumbrance upon any asset of the properties or assets of the Company or any Subsidiary pursuant to, any indenture, mortgage, deed of trust or other agreement or instrument to which the CompanyCompany or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties or assets are bound or affected, except in any such Liens case which could not, individually or in the aggregate, would be reasonably expected likely to have a Material Adverse Effect material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company to perform its obligations under, the Transaction Documents, (iii) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment or order of any court, United States federal or state regulatory body, administrative agency or other governmental body having jurisdiction over the Company or any Subsidiary or any of their respective properties or assets, in any such case which would be reasonably likely to have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company to perform its obligations under, the Transaction Documents, or (iv) have any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the Company or any Subsidiary to own or lease and operate any of its properties and to conduct any of its business or the ability of the Company or any Subsidiary to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetmake use thereof.

Non-Contravention. Except as set forth on Schedule 2.4 heretodisclosed in the Prospectus, the execution, delivery and performance of the Transaction Agreements by the Company of this Agreement Transaction Entities and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance and sale of the Offered Securities and the use of the proceeds from the sale of the Offered Securities as described in the Prospectus under “Use of Proceeds”) do not and will not: 2.4.1 contravene not (whether with or without the giving of notice or passage of time or both) conflict with the articles or result in a breach or violation of incorporation or bylaws any of the Company terms and provisions of, or constitute a default (or give rise to any right of termination, acceleration, cancellation, repurchase or redemption) or Repayment Event (as hereinafter defined) under, or result in the creation or imposition of a Lien upon any property or assets of the Transaction Entities or any Subsidiary pursuant to, (i) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Transaction Entities or any of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3Subsidiaries or any of their properties, contravene assets or conflict with business currently owned by them; (ii) any term, condition or constitute a violation of any provision of any lawAgreements or Instruments; or (iii) the charters, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official by-laws or other instrumentality organizational documents, as applicable, of the United States; any foreign country; any sovereign nation, Transaction Entities or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the CompanySubsidiaries, except for such contraventionsconflicts, conflicts breaches, violations or defaults that (with respect to subclauses (i) and violations which could not(ii) above) would not reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company Effect. As used herein, “Repayment Event” means any event or its ability condition which, without regard to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (compliance with or without any notice or lapse of time or both) or give rise to a right of terminationother procedural requirements, cancellation or acceleration gives the holder of any right note, debenture or obligation other evidence of the Company indebtedness (or any Subsidiary person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of the Company all or to a loss portion of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of such indebtedness by the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") Operating Partnership or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetSubsidiary.

Non-Contravention. (a) Except for the filing of the Articles of Exchange pursuant to this Agreement and filings required by applicable federal and state securities laws, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority, or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by Senetek of this Agreement or the Articles of Exchange, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation of the respective businesses currently conducted by Senetek following the Effective Time. (b) Except as set forth on Schedule 2.4 heretowould not result in a Senetek Material Adverse Effect, the execution, delivery and performance by the Company Senetek of this Agreement and the consummation by the Company Articles of the transactions contemplated hereby Exchange do not and will not: 2.4.1 contravene not (i) violate any Law; (ii) violate or conflict with the articles of incorporation with, result in a breach or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3termination of, contravene or conflict with or constitute a violation of any provision of any lawdefault (or a circumstance which, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both, would constitute a default) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of Contract; (iii) give any agreementthird party any additional right (including a termination right) under, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Companypermit cancellation of, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on (except for any asset Lien for taxes not yet due and payable) upon any of the Company assets or properties of Senetek under any Contract to which Senetek is a party or by which Senetek or any Subsidiary of its assets or properties are bound; (iv) permit the acceleration of the Company, except such Liens which could not, individually maturity of any indebtedness of Senetek or indebtedness secured by Senetek’s assets or properties; (v) violate or conflict with any provision of the organization and governing documents of Senetek; or (vi) result in the aggregate, be reasonably expected to have activation of any anti-dilution rights or a Material Adverse Effect on the Company reset or its ability to consummate the transactions contemplated hereby. For purposes repricing of any debt or security instrument of any creditor or equity holder of Senetek except as provided for in this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the execution, The execution and delivery and performance by the Company of this Agreement do not, and the consummation by the Company of the transactions contemplated hereby do not by this Agreement and compliance with the provisions hereof will not: 2.4.1 contravene or , conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationwith, or result in any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of of, or default under (with or without notice or lapse of time time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any right obligation or obligation to loss of a material benefit under, or result in the creation of any Lien upon any of the Company properties or assets of Ironclad under, (i) the Articles of Incorporation or Bylaws of Ironclad, (ii) any Subsidiary of the Company loan or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any credit agreement, contractnote, leasebond, indenture mortgage, indenture, lease or other instrument binding upon the Company agreement, instrument, permit, concession, franchise or any Subsidiary of the Companylicense applicable to Ironclad, or their respective its properties or assets, including or (iii) subject to the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest governmental filings and 11.5% First Mortgage Notes due 2001 other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Ironclad, its properties or assets, other than, in the case of clauses (collectivelyii) and (iii), the "Debt Instruments") or any licensesuch conflicts, franchisebreaches, permit or other similar authorization held by the Company or any Subsidiary of the Company except such violations, defaults, terminationsrights, cancellations losses or accelerations which could not, Liens that individually or in the aggregate, be reasonably expected to aggregate would not have either a Material Adverse Effect on Ironclad or would not prevent, hinder or delay the Company or its ability of Ironclad to consummate the transactions contemplated hereby; or 2.4.4 subject by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to obtaining Ironclad in connection with the consents execution and approvals described in Section 2.3, result in delivery of this Agreement by Ironclad or the creation or imposition consummation by Ironclad of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" meansexcept, with respect to any assetthis Agreement, any mortgage, lien, pledge, charge, security interest or encumbrance for the filing of any kind the Certificate of Merger and other appropriate merger documents required by the CGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in respect of such assetwhich Ironclad is qualified to do business.

Non-Contravention. Except as set forth on Schedule 2.4 heretoThe execution and delivery of the Transaction Documents, the executionissuance, sale and delivery of the Securities to be sold by the Company and Group, respectively, under the Transaction Documents, the performance by the Company and Group of this Agreement their obligations, respectively, under the Transaction Documents and the consummation by the Company of the transactions contemplated hereby or thereby (including without limitation, the issuance of the Securities) do not and will not: 2.4.1 contravene not (a) conflict with, result in the breach or conflict violation of, or constitute (with or without the articles giving of incorporation notice or bylaws the passage of time or both) a violation of, or default under, (i) any bond, debenture, note or other evidence of indebtedness, or under any lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company Company, Group or any Subsidiary of their Subsidiaries is a party or by which they or their properties may be bound or affected, (ii) the Company’s and Group’s respective formation and governing documents, each as amended and as in effect on the date hereof or the equivalent document with respect to any of the Company; 2.4.2 subject to obtaining ’s and Group’s Subsidiaries, as amended and as in effect on the consents and approvals described in Section 2.3date hereof, contravene or conflict with (iii) any statute or constitute a violation of any provision of any law, judgment, decree, rule, regulation, judgment, injunction, ordinance or order or decree of any courtcourt or governmental or regulatory body (including the New York Stock Exchange or any successor entity (“NYSE”)), tribunal, arbitrator, authority, governmental agency, commission, official arbitration panel or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or authority applicable to the Company or Group, any Subsidiary of the Companytheir subsidiaries or their respective properties, except in the case of clauses (i) and (iii) for such contraventionsconflicts, conflicts and breaches, violations which could notor defaults that would not reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the CompanyEffect, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments"b) or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on lien, encumbrance, claim, security interest or restriction whatsoever upon any asset of the material properties or assets of the Company, Group or any of their Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company, Group or any if its Subsidiaries is a party or by which the Company, Group or any of their Subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetGroup is subject.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the The execution, delivery and performance by the Company of this Agreement and Agreement, the consummation by the Company of the transactions contemplated hereby herein and in the Registration Statement, the Preliminary Prospectus and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Preliminary Prospectus and the Prospectus under the caption “Use of Proceeds”), and compliance by the Triangle Entities with their obligations hereunder have been duly authorized by all necessary corporate or partnership action (as applicable), have been effected in accordance with Section 23(b) of the 1940 Act (applicable to BDCs pursuant to Section 63 thereof) and do not and will not: 2.4.1 contravene , whether with or conflict with without the articles giving of incorporation notice or bylaws passage of the Company time or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3both, contravene or (i) conflict with or constitute a violation breach of, or default or Repayment Event (as defined herein) under, the Agreements and Instruments or result in the creation or imposition of any provision lien, charge or encumbrance upon any property or assets of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality a Triangle Entity pursuant to the terms of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision Agreements and Instruments (a "Governmental or Regulatory Authority") binding upon or applicable except to the Company extent that such breaches, defaults or any Subsidiary of the Company, except such contraventions, conflicts and violations which could creations or impositions would not, individually or in the aggregate, be reasonably expected likely to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described Effect), (ii) result in Section 2.3, constitute a breach or any violation of the provisions of the Organizational Documents of either Triangle Entity, each as amended from time to time, or default under (with or without notice or lapse of time or bothiii) or give rise to a right of termination, cancellation or acceleration result in any violation of any right statute, law, rule, regulation, filing, judgment, order, injunction, writ or obligation of decree applicable to the Company Triangle Entity or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreementits assets, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including operations (except to the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except extent that such defaults, terminations, cancellations or accelerations which could violations would not, individually or in the aggregate, be reasonably expected likely to have a Material Adverse Effect on Effect). As used herein, a “Repayment Event” means any event or condition which gives the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition holder of any Lien on any asset note, debenture or other evidence of the Company indebtedness (or any Subsidiary person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of the Company, except such Liens which could not, individually all or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect portion of such assetindebtedness by a Triangle Entity, as applicable.

Non-Contravention. Except as set forth on Schedule 2.4 heretoThe execution and delivery of the Transaction Documents, the executionissuance, sale and delivery of the Preferred Shares and the Warrants to be sold by the Company under the Transaction Documents, the issuance and delivery of the Underlying Shares upon conversion of the Preferred Shares or upon exercise of the Warrants or as may be issued as Dividend Shares (subject as to the Underlying Shares only to any Requisite Shareholder Approval), the performance by the Company of this Agreement its obligations under the Transaction Documents and the consummation by the Company of the transactions contemplated hereby or thereby do not and will not: 2.4.1 contravene not (a) conflict with, result in the breach or conflict violation of, or constitute (with or without the articles giving of incorporation notice or bylaws the passage of time or both) a violation of, or default under, (i) any bond, debenture note or other evidence of indebtedness, or under any lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which it or its properties may be bound or affected, (ii) the Company’s amended and restated certificate of incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), the Company’s amended and restated bylaws, as amended and as in effect on the date hereof (the “Bylaws”), or the equivalent document with respect to any of the Company; 2.4.2 ’s Subsidiaries, as amended and as in effect on the date hereof, or (iii) subject to obtaining the consents and approvals described in Section 2.3receipt of the Requisite Shareholder Approval, contravene any statute or conflict with or constitute a violation of any provision of any law, judgment, decree, rule, regulation, judgment, injunction, ordinance or order or decree of any courtcourt or governmental or regulatory body (including the Nasdaq Stock Market), tribunal, arbitrator, authority, governmental agency, commission, official arbitration panel or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or authority applicable to the Company or any Subsidiary of the Company, any of its subsidiaries or their respective properties, except in the case of clauses (i) and (iii) for such contraventionsconflicts, conflicts and breaches, violations which could notor defaults that would not reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Companymaterial adverse effect, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments"b) or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on lien, encumbrance, claim, security interest or restriction whatsoever upon any asset of the material properties or assets of the Company or any Subsidiary of the Companyits Subsidiaries or an acceleration of indebtedness pursuant to any obligation, except such Liens agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or any if its ability Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to consummate which any of the transactions contemplated hereby. For purposes property or assets of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetthe Company is subject.

Non-Contravention. Except as set forth on Schedule 2.4 heretodisclosed in the Prospectus, the execution, delivery and performance by the Company of this Agreement by the Transaction Entities and the consummation by the Company of the transactions contemplated hereby (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under “Use of Proceeds”) do not and will not: 2.4.1 contravene not (whether with or without the giving of notice or passage of time or both) conflict with or result in a breach or violation of any of the articles terms and provisions of, or constitute a default (or give rise to any right of incorporation termination, acceleration, cancelation, repurchase or bylaws redemption) or Repayment Event (as hereinafter defined) under, or result in the creation or imposition of a lien upon any property or assets of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3its subsidiaries pursuant to, contravene (i) any statute, any rule, regulation or conflict with or constitute a violation order of any provision of any law, regulation, judgment, injunction, order governmental agency or decree of body or any court, tribunaldomestic or foreign, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to having jurisdiction over the Company or any Subsidiary such subsidiary or any of their properties, assets or business currently owned by them; (ii) any term, condition or provision of any Agreements or Instruments or (iii) the charters, by-laws or other organizational documents, as applicable, of the CompanyCompany or any such subsidiary, except for such contraventionsconflicts, conflicts breaches, violations or defaults that (with respect to subclauses (i) and violations which could not(ii) above) would not reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company Effect. As used herein, “Repayment Event” means any event or its ability condition which, without regard to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (compliance with or without any notice or lapse of time or both) or give rise to a right of terminationother procedural requirements, cancellation or acceleration gives the holder of any right note, debenture or obligation other evidence of the Company indebtedness (or any Subsidiary person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of the Company all or to a loss portion of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of such indebtedness by the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") Operating Partnership or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetsubsidiary.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the execution, (a) The execution and delivery and performance by the Company of this Agreement by Purchaser does not, and the execution and delivery by Purchaser of the Ancillary Agreements will not, and the consummation by the Company of the transactions contemplated hereby do not Transactions and compliance with the terms hereof and thereof will not: 2.4.1 contravene or , conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationwith, or result in any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any a material benefit to which the Company or any Subsidiary of the Company is entitled under any provision of (i) the certificate of incorporation or bylaws (or equivalent organizational documents) of Purchaser, (ii) any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the CompanyContract to which Purchaser is a party, or their respective properties (iii) any judgment, order, or assetsdecree, including or, subject to the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest matters referred to in paragraph (b) below, Laws applicable to Purchaser, other than, in the case of clauses (ii) and 11.5% First Mortgage Notes due 2001 (collectivelyiii) above, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could items that would not, individually or in the aggregate, be reasonably expected to have a Purchaser Material Adverse Effect on Effect. (b) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Purchaser in connection with the Company execution, delivery and performance of this Agreement, the Ancillary Agreements or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset consummation of the Company Transactions, other than (i) compliance with and filings under applicable Law in connection with the Specified Governmental Authorizations and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or any Subsidiary of the Companyfailure to make or obtain which, except such Liens which could would not, individually or in the aggregate, be reasonably expected to aggregate have a Purchaser Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetEffect.

Non-Contravention. Except as set forth on Schedule 2.4 hereto3.3 of the Seller Disclosure Schedules, the execution, delivery and performance by of the Company of this Agreement Transaction Documents to which Seller is, or will be, a party and the consummation by the Company Seller of the transactions contemplated hereby do thereby does not and will not: 2.4.1 contravene : %3. conflict with, or require the consent of any Person under, or result in any breach of, any provision of the Organizational Documents of Seller; %3. conflict with, or require the consent of any Person under, or constitute a default (or an Event that with the articles giving of incorporation notice or bylaws passage of time or both would give rise to a default) or cause any obligation under, or give rise to any right of termination, cancellation, amendment, preferential purchase right or acceleration (with or without the giving of notice, or the passage of time or both) under any of the Company terms, conditions or provisions of any Subsidiary Contract to which Seller is a party or by which any property or asset of Seller is bound or affected; %3. assuming compliance with the Company; 2.4.2 subject matters referred to obtaining the consents and approvals described in Section 2.33.4, contravene or conflict with or violate any Law to which Seller is subject or by which any property or asset of Seller is bound; %3. constitute a violation (with or without the giving of any provision notice or the passage of any law, regulation, judgment, injunction, order time or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of both) an Event which would result in the United States; any foreign country; any sovereign nationcreation of, or afford any domesticPerson the right to obtain, foreign any Lien (other than Permitted Liens) on any asset of Seller or other state%3. result in the revocation, countrycancellation, city of other political subdivision (a "Governmental suspension, or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could notmaterial modification, individually or in the aggregate, of any Contract or Governmental Approval that is necessary or desirable for the ownership, lease or operation of Seller as now conducted, except, in the cases of clauses (b), (c), (d) and (e), for such defaults or rights of termination, cancellation, amendment, acceleration, violations or Liens as would not reasonably be reasonably expected to have a Seller Material Adverse Effect on or to prevent or materially delay the Company or its ability to consummate consummation of the transactions contemplated hereby; 2.4.3 subject by the Transaction Documents to obtaining the consents and approvals described in Section 2.3which Seller is, constitute or will be, a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company party or to a loss of any benefit materially impair Seller’s ability to perform its obligations under the Transaction Documents to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Companyit is, or their respective properties or assetswill be, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetparty.

Non-Contravention. Except as set forth on Schedule 2.4 heretowith respect to Contracts to be satisfied in full or terminated in connection with the Debt Refinancings, the execution, delivery and performance by RTMAC of each of the Company of this Agreement Ancillary Agreements to which it is a party do not, and the consummation by the Company RTMAC of the transactions contemplated hereby do thereby will not and will not: 2.4.1 (a) contravene, conflict with, or result in any violation or breach of, the articles of organization or the operating agreement of RTMAC, (b) contravene or conflict with the articles with, or result in any violation or breach of, in any material respect, any Laws, Orders or Permits applicable to RTMAC or by which any assets of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents RTMAC are bound, assuming that all consents, approvals, authorizations, filings and approvals notifications described in Section 2.32.05, contravene Section 3.03 and Section 4.03 have been obtained or conflict with made, (c) result in any violation or breach of, or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) under, (x) any RTMAC Material Contract or give rise to a right of termination, cancellation or acceleration of (y) any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit other Contract to which RTMAC is a party or by which any assets of RTMAC are bound, other than in the Company case of this clause (y) any such violation, breach or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could notdefault that would not reasonably be expected to be, individually or in the aggregate, material to RTMAC, (d) require any consent, approval or other authorization of, or filing with or notification to, any Person under (x) any RTMAC Material Contract or (y) any other Contract to which RTMAC is a party or by which any assets of RTMAC are bound, other than in the case of this clause (y) any such consent, approval, authorization, filing or notification that, if not obtained or made, would not reasonably be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could notbe, individually or in the aggregate, material to RTMAC, (e) give rise to any termination, cancellation, amendment, modification or acceleration of any rights or obligations under (x) any RTMAC Material Contract or (y) any other Contract to which RTMAC is a party or by which any assets of RTMAC are bound, other than in the case of this clause (y) any such termination, cancellation, amendment, modification or acceleration that would not reasonably be reasonably expected to have a Material Adverse Effect on be, individually or in the Company aggregate, material to RTMAC, or its ability to consummate (f) cause the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest creation or encumbrance imposition of any kind in respect Liens (other than Permitted Liens) on any material assets of such assetRTMAC.

Non-Contravention. Except as The execution and delivery of this Agreement and, following satisfaction of the Closing conditions set forth on Schedule 2.4 heretoin Sections 7 and 8 hereof as applicable to the Closing, the executionissuance, sale and delivery of the Securities to be sold by the Company under this Agreement and the performance by the Company of this Agreement and its obligations under the Transaction Agreements and/or the consummation by the Company of the transactions contemplated hereby do thereby, will not and will not: 2.4.1 contravene (a) conflict with, result in the breach or conflict violation of, or constitute (with or without the articles giving of incorporation notice or bylaws the passage of time or both) a violation of, or default under, (i) subject to obtaining the Pre-Closing Consents, any bond, debenture, note or other evidence of indebtedness, or under any lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary of subsidiary is a party or by which it or its properties may be bound or affected, (ii) the Company; 2.4.2 subject ’s Restated Certificate of Incorporation, as amended and as in effect on the date hereof, the Company’s Bylaws, as amended and as in effect on the date hereof, or the equivalent document with respect to obtaining any subsidiary, as amended and as in effect on the consents and approvals described in Section 2.3date hereof, contravene or conflict with (iii) any statute or constitute a violation of any provision of any law, judgment, decree, rule, regulation, judgment, injunction, ordinance or order or decree of any courtcourt or governmental or regulatory body (including The NASDAQ Stock Market), tribunal, arbitrator, authority, governmental agency, commission, official arbitration panel or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or authority applicable to the Company or any Subsidiary of the Company, any of its subsidiaries or their respective properties, except in the case of clauses (i) and (iii) for such contraventionsconflicts, conflicts and breaches, violations which could notor defaults that would not be likely to have, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the CompanyEffect, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments"b) or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on lien, encumbrance, claim, security interest or restriction whatsoever upon any asset of the material properties or assets of the Company or any Subsidiary of the Companyits subsidiaries or an acceleration of indebtedness pursuant to any obligation, except such Liens agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or any if its ability subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to consummate which any of the transactions contemplated herebyproperty or assets of the Company is subject. For purposes of this AgreementSection 4(e), "Lien" meansthe term “material” shall apply to agreements, with respect understandings, instruments, contracts or proposed transactions to any assetwhich the Company is a party or by which it is bound involving obligations (contingent or otherwise) of, any mortgageor payments to, lien, pledge, charge, security interest or encumbrance the Company in excess of any kind $100,000 in respect of such asseta 12-month period.

Non-Contravention. Except as set forth on Schedule 2.4 heretoThe execution and delivery of the Transaction Documents, the executionissuance, sale and delivery and of the Notes to be sold by the Company, the performance by the Company of this Agreement its obligations under the Transaction Documents and the consummation by the Company of the transactions contemplated hereby do thereby will not and will not: 2.4.1 contravene (a) conflict with, result in the breach or conflict violation of, or constitute (with or without the articles giving of incorporation notice or bylaws the passage of time or both) a violation of, or default under, (i) any bond, debenture, note or other evidence of indebtedness, or under any lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary of subsidiary is a party or by which it or its properties may be bound or affected, (ii) the Company; 2.4.2 subject ’s Articles of Incorporation, as amended and as in effect on the date hereof, the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), or the equivalent document with respect to obtaining any subsidiary, as amended and as in effect on the consents and approvals described in Section 2.3date hereof, contravene or conflict with (iii) any statute or constitute a violation of any provision of any law, judgment, decree, rule, regulation, judgment, injunction, ordinance or order or decree of any courtcourt or governmental or regulatory body (including The NASDAQ Stock Market), tribunal, arbitrator, authority, governmental agency, commission, official arbitration panel or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or authority applicable to the Company or any Subsidiary of the Company, any of its subsidiaries or their respective properties, except in the case of clause (i) for such contraventionsconflicts, conflicts and breaches, violations which could notor defaults that would not be likely to have, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the CompanyEffect, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments"b) or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on lien, encumbrance, claim, security interest or restriction whatsoever upon any asset of the material properties or assets of the Company or any Subsidiary of the Companyits subsidiaries or an acceleration of indebtedness pursuant to any obligation, except such Liens agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or any if its ability subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to consummate which any of the transactions contemplated herebyproperty or assets of the Company is subject. For purposes of this AgreementSection 2.7 the term “material” shall apply to agreements, "Lien" meansunderstandings, with respect instruments, contracts or proposed transactions to any assetwhich the Company is a party or by which it is bound involving obligations (contingent or otherwise) of, any mortgageor payments to, lien, pledge, charge, security interest or encumbrance the Company in excess of any kind $500,000 in respect of such asseta consecutive 12-month period.

Non-Contravention. Except as set forth on Schedule 2.4 heretodisclosed in the General Disclosure Package and the Prospectus, the execution, delivery and performance of the Transaction Agreements by the Company of this Agreement Transaction Entities and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance and sale of the Offered Securities and the use of the proceeds from the sale of the Offered Securities as described in the General Disclosure Package and the Prospectus under “Use of Proceeds”) do not and will not: 2.4.1 contravene not (whether with or without the giving of notice or passage of time or both) conflict with the articles or result in a breach or violation of incorporation or bylaws any of the Company terms and provisions of, or constitute a default (or give rise to any right of termination, acceleration, cancellation, repurchase or redemption) or Repayment Event (as hereinafter defined) under, or result in the creation or imposition of a Lien upon any property or assets of the Transaction Entities or any Subsidiary pursuant to, (i) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Transaction Entities or any of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3Subsidiaries or any of their properties, contravene assets or conflict with business currently owned by them; (ii) any term, condition or constitute a violation of any provision of any lawAgreements or Instruments; or (iii) the charters, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official by-laws or other instrumentality organizational documents, as applicable, of the United States; any foreign country; any sovereign nation, Transaction Entities or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the CompanySubsidiaries, except for such contraventionsconflicts, conflicts breaches, violations or defaults that (with respect to subclauses (i) and violations which could not(ii) above) would not reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company Effect. As used herein, “Repayment Event” means any event or its ability condition which, without regard to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (compliance with or without any notice or lapse of time or both) or give rise to a right of terminationother procedural requirements, cancellation or acceleration gives the holder of any right note, debenture or obligation other evidence of the Company indebtedness (or any Subsidiary person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of the Company all or to a loss portion of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of such indebtedness by the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") Operating Partnership or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetSubsidiary.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the execution, The execution and delivery and performance by the Company of this Agreement by VCAM do not, and the consummation by the Company of the transactions contemplated hereby do not and compliance by VCAM with the provisions hereof will not: 2.4.1 contravene or conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or (i) conflict with or constitute a result in any violation of any provision of the Certificate of Incorporation or By-laws or equivalent organizational documents, in each case as amended and/or restated, of VCAM or any lawof its Subsidiaries; (ii) if the VCAM Required Consents are obtained, regulationresult in any violation or breach of, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality result in a modification of the United States; any foreign country; any sovereign nationeffect of, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) a default under or give rise to a any right of termination, cancellation or acceleration of under, any right or obligation of the Company or contract, agreement (including any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any professional employer organization agreement), contractindenture, note, bond, loan, mortgage, lease, indenture instrument, license, permit, concession, franchise, commitment or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 arrangement (collectively, the "Debt InstrumentsContracts") to which VCAM or any license, franchise, permit of its Subsidiaries is a party or other similar authorization held by the Company or to which any of them or any Subsidiary of their properties may be bound or subject, or result in the Company except creation of any Lien upon the properties of VCAM or any of its Subsidiaries in each case pursuant to the terms of any such Contract; (iii) if the VCAM Governmental Approvals are obtained, result in any violation of any law, statute, regulation, order, writ, judgment or decree of any Governmental Entity applicable to VCAM; or (iv) if the VCAM Governmental Approvals and the VCAM Required Consents are obtained, result in the violation, revocation or suspension of any VCAM Permit, other than with respect to clauses (ii) through (iv) above, any such violations, breaches, modifications, defaults, terminations, cancellations cancellations, accelerations, Liens, revocations or accelerations which could notsuspensions that, individually or in the aggregate, be reasonably expected to would not have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetVCAM.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the The execution, delivery and performance by the Company Purchaser Parties of this Agreement and the consummation by the Company of the transactions contemplated hereby or any Additional Agreements to which they are a party do not and will not: 2.4.1 , (i) provided that number of Converting Shares is less than the number specified in the Parent’s Organizational Documents, contravene or conflict with the articles organizational or constitutive documents of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3Purchaser, (ii) contravene or conflict with or constitute a violation of any provision of any law, regulationLaw, judgment, injunction, order order, writ, or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the CompanyPurchaser Parties, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, (iii) constitute a breach or violation of or default under or breach of (with or without the giving of notice or lapse the passage of time or both) or violate or give rise to a any right of termination, cancellation cancellation, amendment or acceleration of any right or obligation of the Company Purchaser Parties or require any Subsidiary of the Company payment or reimbursement or to a loss of any material benefit relating to their business to which the Company or any Subsidiary of the Company is Purchaser Parties are entitled under any provision of any agreement, contract, lease, indenture or other instrument Contract binding upon the Company Purchase Parties or by which any of the shares of Purchaser Common Stock, or any Subsidiary of the CompanyPurchaser Parties’ assets is or may be bound, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments"d) or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company shares of Purchaser Common Stock, (e) cause a loss of any material benefit relating to their business to which the Purchaser Parties are entitled under any provision of any Permit or Contract binding upon the Purchaser Parties, or (f) result in the creation or imposition of any Subsidiary Lien on any of the CompanyPurchaser Parties’ material assets, except such Liens which could notexcept, individually or in the aggregatecase of clauses (i) and (ii), for any contravention or conflicts that would not reasonably be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetEffect.

Non-Contravention. Except (a) The receipt of the consents, approval, authorizations and other requirements set forth in Section 4.03, and except as set forth on Schedule 2.4 heretoSection 4.05 of the Purchaser Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement by Purchaser and the consummation by the Company of the transactions contemplated hereby Transactions do not and will not: 2.4.1 not (i) contravene or conflict with with, or result in any violation or breach of, any provision of (A) the articles Purchaser Organizational Documents or (B) the comparable organizational or governing documents of incorporation or bylaws any of the Company Subsidiaries of Purchaser, (ii) contravene or conflict with, or result in any material violation or breach of, any Permit or Law applicable to either the Purchaser or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals its Subsidiaries or by which any Purchaser Assets are bound, assuming that all Governmental Authorizations described in Section 2.34.03 have been obtained or made, contravene (iii) result in any violation, termination, acceleration of any material obligation, cancellation or conflict with breach of, or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of terminationrequire any notice or consent under, cancellation any Purchaser Material Contracts or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit Purchaser Real Property Leases to which the Company Purchaser or any Subsidiary of its Subsidiaries is a party or by which any Purchaser Assets are bound or (iv) result in the creation of any Liens (other than Permitted Liens) upon any of the Company is entitled under any provision Purchaser Assets except, in the case of any agreementclauses (iii) and (iv), contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could as would not, individually or in the aggregate, reasonably be reasonably expected to have a Purchaser Material Adverse Effect on Effect. Neither the Company Purchaser nor any of its Subsidiaries has received any written notice from any Governmental Authority regarding any actual, alleged, possible or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3potential violation of, result in the creation or imposition failure of any Lien on any asset of the Company Purchaser or any Subsidiary of its Subsidiaries to comply with, any Permit or Law. (b) Notwithstanding the Companyforegoing, except such Liens there is no Contract to which could not, individually or in the aggregate, be reasonably expected Purchaser is a party that purports to have a Material Adverse material adverse Effect (or could be construed to material adverse Effect) on Company Intellectual Property following consummation of the Company Transactions or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetMerger.

Non-Contravention. Except Seller and each of its Affiliates that is executing any Closing Document, as set forth on Schedule 2.4 heretoapplicable, (i) is duly organized (or formed), validly existing and in good standing under the Laws of its State of organization and, to the extent required by applicable Laws, the executionState in which the Property is located, and (ii) is authorized to execute this Agreement and consummate the Transaction, and fulfill all of its obligations hereunder and under all Closing Documents to be executed by Seller and its Affiliates, as applicable, and such instruments, obligations and actions are valid and legally binding upon Seller and its Affiliates, as applicable, enforceable in accordance with their respective terms. The execution and delivery and performance by the Company of this Agreement and all Closing Documents to be executed by Seller and its Affiliates, as applicable, and the consummation by the Company performance of the transactions contemplated hereby do obligations of Seller and its Affiliates, as applicable, hereunder or thereunder will not and will not: 2.4.1 contravene or conflict with (w) result in the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationLaws, or any domesticprovision of Seller’s or its Affiliates’, foreign as applicable, organizational documents, (x) conflict with any order of any court or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") governmental instrumentality binding upon or applicable Seller, (y) except with respect to Net Lease Guarantor prior to the Company Closing, subject to Section 7.3(d) hereof, conflict or be inconsistent with, or result in any Subsidiary of the Companydefault under, any contract, agreement or commitment to which Seller or its Affiliates, as applicable, is bound, except to the extent that such contraventionsconflict, conflicts and violations which could notinconsistency or default, individually or in as the aggregatecase may be, would not reasonably be reasonably expected to have a Material Adverse Effect on the Company Effect, or its ability to consummate the transactions contemplated hereby; 2.4.3 (z) subject to obtaining Section 7.3(d) hereof, require the consents and approvals described in Section 2.3approval, constitute a breach consent or violation of 21 action of, waiver or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Companyfiling with, or their respective properties or assetsnotice to, any third party, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectivelybut not limited to, the "Debt Instruments") any governmental bodies, agencies or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Companyinstrumentalities, except such Liens which could not, individually as have been obtained or in will be obtained on or prior to the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetClosing Period.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, Neither the execution, execution and delivery and performance by the Company of this Agreement and or the other agreements contemplated hereby, nor the consummation by the Company of the transactions contemplated hereby do not and or thereby, will not: 2.4.1 contravene (i) violate any Law, injunction, judgment, order, decree, ruling, charge, or conflict with the articles other restriction of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject Governmental Body to obtaining the consents and approvals described in Section 2.3which Buyer is subject, contravene or conflict with or constitute a violation of (ii) violate any provision of any lawits articles of incorporation, regulationby-laws, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality governing documents, (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create a Lien (other than Permitted Liens) upon, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any Contract to which Buyer is a party or by which it is bound or to which any of the United States; its assets are subject, or (iv) require any foreign country; any sovereign nationconsent, approval, or authorization of, or any domesticnotice to, foreign filing with, or other stateregistration with, country, city of other political subdivision (a "any Governmental or Regulatory Authority") binding upon or applicable to the Company Body or any Subsidiary of the CompanyThird Party, except such contraventions, conflicts and violations which could not, individually or in the aggregatecase of clauses (i), be reasonably expected (iii) or (iv), where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to have give notice, or Lien would not materially impair or delay the ability of Buyer to perform its obligations under this Agreement or result in a Material Adverse Effect material adverse effect on Buyer. Buyer does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government, governmental agency or regulatory body in order for the Company or its ability Parties to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" meansexcept where the failure to give notice, with respect to file, or to obtain any assetauthorization, any mortgageconsent, lien, pledge, charge, security interest or encumbrance approval would not materially impair or delay the ability of any kind in respect of such assetBuyer to perform its obligations under this Agreement.

Non-Contravention. Except as set forth on Schedule 2.4 hereto3.3 of the Seller Disclosure Schedule, the execution, delivery and performance of the Transaction Documents to which Seller is, or will be, a party by the Company of this Agreement Seller and the consummation by the Company Seller of the transactions contemplated hereby do thereby does not and will not: 2.4.1 contravene or conflict with the articles of incorporation or bylaws of the Company or : (a) result in any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or conflict with or constitute a violation breach of any provision of any lawthe Organizational Documents of Seller; (b) require authorization or consent of, regulationapproval by, judgmentfiling with or notice under, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3conflict with, constitute a breach default (or violation an event that with notice or passage of time or default under both would give rise to a default), or give rise to any right of termination, cancellation, amendment or acceleration (with or without notice the giving of notice, or lapse the passage of time or both), under any of the terms, conditions or provisions of any Contract to which Seller is a party or by which any property or asset of Seller is bound or affected; or (c) except for any Governmental Consents (assuming compliance with the matters referred to in Section 3.4), violate any Law to which Seller is subject or give rise to a right by which any of Seller’s properties or assets are bound, except, in the cases of clauses (b) and (c), for such defaults or rights of termination, cancellation cancellation, amendment, or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, violations as would not reasonably be reasonably expected to have a Material Adverse Effect on prevent or materially delay the Company or its ability to consummate consummation of the transactions contemplated hereby; or 2.4.4 subject by the Transaction Documents to obtaining the consents and approvals described in Section 2.3which Seller is, result in the creation or imposition of any Lien on any asset of the Company will be, a party or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its materially impair Seller’s ability to consummate perform its obligations under the transactions contemplated herebyTransaction Documents to which it is, or will be, a party. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset3.4.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the execution, (a) The execution and delivery and performance by the Company Subscriber of this Agreement and each other Transaction Document to which it is or is required to be a party, the performance by Subscriber of its obligations hereunder and thereunder and the consummation by the Company Subscriber of the transactions contemplated hereby Transactions do not and will not: 2.4.1 contravene or conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3not (i) violate, contravene or conflict with or constitute a violation result in the breach of any provision of the Governing Documents of Subscriber; (ii) assuming that all Regulatory Approvals have been obtained, contravene, conflict with or violate any law, regulation, judgment, injunction, order Law or decree of Order applicable to Subscriber or by which Subscriber or any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United Statesassets or properties of Subscriber is bound or subject; or (iii) violate, conflict with, result in any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3breach of, constitute a breach default (or violation of or default under (an event which, with or without the giving of notice or lapse of time time, or both, would become a default) under, or give rise to a right of termination, cancellation or acceleration result in the loss of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Companyunder, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on Encumbrance (other than a Permitted Encumbrance) on, require any asset consent, approval or waiver under, or give to others any rights of the Company termination, amendment, acceleration or cancellation of, any Subsidiary material contract or Permit of the CompanySubscriber, except in the case of clauses (ii) and (iii) for any such Liens which could notbreaches, defaults, rights or Encumbrances that have not had, or would not reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Subscriber Material Adverse Effect on Effect. (b) No consent, waiver, authorization, license or approval of or from, action by, or registration, declaration, notification or filing made to or with any Governmental Authority is required to be obtained or made by or with respect to Subscriber in connection with: (i) execution and delivery by Subscriber of this Agreement and each other Transaction Document to which it is or is required to be a party; (ii) the performance by Subscriber of its obligations hereunder and thereunder; or (iii) the consummation of the Transactions by Subscriber, except for (A) the Regulatory Approvals, (B) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act or (C) as may be necessary as a result of any facts or circumstances relating solely to the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetSubsidiaries.

Non-Contravention. Except as set forth on disclosed in Schedule 2.4 hereto3.5, the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements and the consummation by the Company of the transactions contemplated hereby and thereby by PFMI, the Company, the Subsidiaries and the Shareholders do not and will not: 2.4.1 contravene : (a) result in a breach of any provision of the charter, bylaws or conflict with other organizational documents of the articles Company, any of incorporation the Subsidiaries or bylaws PFMI; (b) violate any Order of any court or other authority having jurisdiction over the Company, any of the Subsidiaries or PFMI, or any of their properties, or cause the suspension or revocation of any authorization, consent, approval or license presently in effect that affects or binds the Company, any of the Subsidiaries or PFMI or any of their material properties; (c) result in a breach of or default, or give a third party the right to accelerate, terminate or suspend any obligations, under any agreement or instrument to which PFMI, the Company or any Subsidiary of the Company; 2.4.2 subject Subsidiaries is a party or by which any of them or any of their material properties is bound or affected; (d) require the authorization, consent, approval, permit or license of any Person, any notice to obtaining the consents and approvals described in Section 2.3be given to, contravene or conflict filing to be made with or constitute a violation other action to be taken with or by any Person (other than filings and actions to be made and taken under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (su▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ with the rules and regulations promulgated thereunder, being the "HSR Act")); (e) result in the creation of any provision Lien upon the Shares or the material assets of any lawPFMI, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of Subsidiary; or (f) constitute grounds for the Company, except such contraventions, conflicts and violations which could not, individually loss or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration suspension of any right material permit, license or obligation of other authorization used by PFMI, the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetSubsidiaries.

Non-Contravention. Except (i) Subject to obtaining the Stockholder Approvals, the receipt of the consents, approval, authorizations and other requirements set forth in Section 3.01(c), and except as set forth on Schedule 2.4 heretoSection 3.01(e) of the Company Letter, the execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company and implementation of the Equity Investment and the other transactions contemplated hereby by this Agreement, including the Spin-Off, do not and will not: 2.4.1 not (A) contravene or conflict with with, or result in any violation or breach of, any provision of (1) the articles Company Organizational Documents or (2) the comparable organizational or governing documents of incorporation any of the Subsidiaries of the Company, (B) contravene or bylaws conflict with, or result in any material violation or breach of, any Permit or Law applicable to Company or its Subsidiaries or by which any assets of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals its Subsidiaries are bound, assuming that all Governmental Authorizations described in Section 2.33.01(c) have been obtained or made, contravene (C) result in any violation, termination, acceleration of any material obligation, cancellation or conflict with breach of, or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of terminationrequire any notice or consent under, cancellation any Material Contracts or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit Real Property Lease to which the Company or any Subsidiary of its Subsidiaries is a party or by which any assets of the Company is entitled under any provision or its Subsidiaries are bound or (D) result in the creation of any agreement, contract, lease, indenture or Liens (other instrument binding than Permitted Liens) upon any of the assets of the Company or any Subsidiary its Subsidiaries, except, in the case of the Companyclauses (B), or their respective properties or assets(C) and (D), including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could as would not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect on Effect. None of the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any actual, alleged, possible or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3potential violation by, result in the creation or imposition of any Lien on any asset failure of the Company or any Subsidiary of its Subsidiaries to comply with any Permit or Law. (ii) There is no Contract to which the Company, except such Liens which could not, individually Company or in the aggregate, be reasonably expected any of its subsidiaries is a party that purports to have a Material Adverse Effect material effect (or could be construed to affect) on the Company or its ability to consummate Intellectual Property following consummation of the Equity Investment and the other transactions contemplated hereby. For purposes of by this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the execution, The execution and delivery and performance by the Company of this Agreement and the Warrants, the issuance and sale of the Securities to be sold by the Company under this Agreement, and, subject to the Listed Exceptions, as defined below, the performance by the Company of its obligations under this Agreement and the Warrants (including the issuance of the Warrant Shares) and the consummation by the Company of the transactions contemplated hereby do and thereby will not and will not: 2.4.1 contravene or conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or (A) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (i) any provision bond, debenture, note or other evidence of indebtedness, or under any lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company is a party or by which it or its properties are bound, (ii) the Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company, or (iii) any law, published regulation, judgment, injunction, ordinance or order or decree of any court, tribunal, arbitrator, authority, court of competent jurisdiction or governmental agency, commission, official arbitration panel or other instrumentality of governmental authority or the United States; any foreign country; any sovereign nationNasdaq Stock Market, or any domestic, foreign or other state, country, city of other political subdivision Inc. (a "Governmental or Regulatory Authority"“Nasdaq”) binding upon or applicable to the Company or any Subsidiary of the Companyits properties, except such contraventionsexcept, conflicts and violations which could not, individually or in the aggregatecase of clauses (i) and (iii) only, for such conflicts, violations or defaults as would not reasonably be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the CompanyEffect, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments"B) or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on lien, encumbrance, security interest or similar restriction upon any asset of the properties or assets of the Company or an acceleration of indebtedness pursuant to any Subsidiary obligation, agreement or condition contained in any bond, debenture, note or other evidence of indebtedness or any indenture, mortgage, deed of trust or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the Companyproperty or assets of the Company is subject, except for such Liens which could notliens, individually encumbrances, security interests, restrictions or in the aggregate, acceleration of obligations as would not reasonably be reasonably expected to have a Material Adverse Effect on Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the Company United States is required for the execution and delivery of this Agreement or its ability the Warrants, the valid issuance and sale of the Securities to consummate be sold pursuant to this Agreement or the transactions valid issuance of the Warrant Shares, except for the Company’s obligation with respect to (a) compliance with the securities and blue sky laws in the states in which the Securities and Warrant Shares are offered and/or sold, (b) the filing of the Registration Statement, as defined below, with the Securities and Exchange Commission (the “SEC”) as contemplated hereby. For purposes by Section 6 of this Agreement, "Lien" means(c) the filing of a Notice of Sale of Securities on Form D with the SEC under Regulation D of the Securities Act, (d) all required filings with respect to any assetNasdaq and (e) those consents, approvals, orders or authorizations of or registrations, qualifications, designations, declarations or filings with, any mortgagefederal, lienstate, pledgeor local governmental authority on the part of the Company that have been obtained and will be in effect as of the Closing Date (collectively, chargethe “Listed Exceptions”), security interest all of which Listed Exceptions the Company has complied with or encumbrance of any kind will comply with in respect of such asseta timely fashion.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the execution, The execution and delivery and performance by the Company of this Agreement and the other Transaction Documents by VMware do not, and the consummation by the Company VMware of the transactions contemplated hereby do not and thereby and compliance by VMware with the provisions hereof and thereof will not: 2.4.1 contravene or , (a) conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationwith, or result in any domesticviolation of, foreign the VMware Charter or other statethe VMware Bylaws, country(b) result in any violation or breach of, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time time, or both) under, or give rise to a right of termination, modification, cancellation or acceleration of any right obligation or obligation to the loss of a benefit under, or result in the creation of any Lien in or upon any of the Company properties, rights or assets of VMware or any Subsidiary of the Company its Subsidiaries pursuant to any loan or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any credit agreement, contractbond, debenture, note, mortgage, indenture, lease, indenture supply agreement, license agreement, distribution agreement or other contract, agreement or legally binding obligation, commitment or instrument (each, including all amendments thereto, a “Contract”) binding upon the Company VMware or any Subsidiary of the Companyits Subsidiaries or to which any of their respective properties, rights or assets are subject or (c) result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, any (i) Law applicable to VMware or any of its Subsidiaries or their respective properties properties, rights or assets or (ii) order, writ, injunction, decree, judgment, decision, award, settlement or stipulation issued, promulgated or entered into by or with any Governmental Entity (each, an “Order”) or permit applicable to VMware or any of its Subsidiaries or their respective properties, rights or assets, including other than, in the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest case of clauses (b) and 11.5% First Mortgage Notes due 2001 (collectivelyc), the "Debt Instruments") or any licensesuch conflicts, franchiseviolations, permit or other similar authorization held by the Company or any Subsidiary of the Company except such breaches, defaults, terminationsrights of termination, cancellations modification, cancellation or accelerations which could notacceleration, losses or Liens that, individually or in the aggregate, have not had and would not reasonably be reasonably expected to have a VMware Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetEffect.

Non-Contravention. Except as set forth on Schedule 2.4 hereto(a) Neither the execution and delivery of this Agreement by the Parent Parties nor the consummation by the Parent Parties of the Transactions will, directly or indirectly (with or without notice or lapse of time): (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws, or other similar organizational documents of the Parent Parties; or (ii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (b) below, violate any Judgment or Law applicable to the Parent Parties, in each case, other than any such event which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is necessary to be obtained or made by the Parent Parties in connection with the Parent Parties’ execution, delivery and performance by the Company of this Agreement and or the consummation by the Company Parent Parties of the transactions contemplated hereby do not and will not: 2.4.1 contravene or conflict Transactions, except for (i) compliance with the articles of incorporation or bylaws DGCL (including, with respect to the filing of the Company or any Subsidiary Certificate of Merger), (ii) compliance with and filings pursuant to the Company; 2.4.2 subject to obtaining the consents HSR Act and approvals described in Section 2.3, contravene or conflict with or constitute a violation other applicable Antitrust Laws of any provision jurisdiction, (iii) the filing with the SEC of any lawdocuments required to be filed with the SEC by the Parent Parties in pursuant to this Agreement or in connection with the Transactions and (iv) such other consents, regulationapprovals, judgmentorders, injunctionwaivers, order authorizations, actions, nonactions, registrations, declarations, filings, permits and notices the failure of which to be obtained or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could made would not, individually or in the aggregate, reasonably be reasonably expected to have a Parent Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetEffect.

Non-Contravention. Except as set forth on Schedule 2.4 heretoSubject to the provisions of Section 3.4 regarding authorizations, consents and approvals, the execution, execution and delivery and performance by the Company of this Agreement and the Contribution Agreement by Seller does not, and its performance hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby do not and thereby, including the contribution of the assets of the Business to the Company pursuant to the Contribution Agreement and the sale and delivery of the Interests by the Seller to the Buyer pursuant to this Agreement, will not: 2.4.1 contravene or conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or conflict with (a) violate or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time time, or both) ), or give rise to a right of permit termination, cancellation modification or acceleration under, (i) any agreement to which Seller is bound (excluding, for the avoidance of any right or obligation of doubt, those assigned to the Company or any Subsidiary of pursuant to the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreementContribution Agreement), contractexcept where such violations, leasebreaches, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or modifications and accelerations which could would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on prohibit, restrict or delay, in any material respect, the Company performance by Seller of its obligations under this Agreement or its ability to consummate the consummation of the transactions contemplated hereby; or 2.4.4 subject , or otherwise reasonably be expected to obtaining the consents and approvals described in Section 2.3, result in a Material Adverse Effect, or (ii) any agreement to which the creation Company is bound (including, for the avoidance of doubt, those assigned to the Company pursuant to the Contribution Agreement), including the Major Contracts; (b) violate any Law or imposition Order of any Lien on any asset of the Company Governmental Authority applicable to Seller or any Subsidiary of the Company, except where such Liens which could violations would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on prohibit, restrict or delay, in any material respect, the Company performance by Seller of its obligations under this Agreement or its ability to consummate the consummation of the transactions contemplated hereby. For purposes , or otherwise reasonably be expected to result in a Material Adverse Effect; (c) result in the imposition or creation of this Agreementany Lien (other than Permitted Exceptions of the types described in clauses (a), "Lien" means, (g) and (h) of the definition of Permitted Exceptions) upon or with respect to any assetof the properties or assets of (i) the Seller, except where such Liens would not, individually or in the aggregate, prohibit, restrict or delay, in any mortgagematerial respect, lienthe performance by Seller of its obligations under this Agreement or the consummation of the transactions contemplated hereby, pledgeor otherwise reasonably be expected to result in a Material Adverse Effect, chargeor (ii) the Company; or (d) violate, security interest or encumbrance cause a default under the Organizational Documents of any kind in respect of such assetthe Seller or the Company.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the execution, The execution and delivery and performance by the Company of this Agreement do not, and the consummation by the Company of the transactions contemplated hereby do not by this Agreement and compliance with the provisions hereof will not: 2.4.1 contravene or , conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationwith, or result in any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of of, or default under (with or without notice or lapse of time time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any right obligation or obligation to loss of a material benefit under, or result in the creation of any Lien upon any of the Company properties or assets of AIC under, (i) the Articles of Incorporation or Bylaws of AIC, (ii) any Subsidiary of the Company loan or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any credit agreement, contractnote, leasebond, indenture mortgage, indenture, lease or other instrument binding upon the Company agreement, instrument, permit, concession, franchise or any Subsidiary of the Companylicense applicable to AIC, or their respective its properties or assets, including or (iii) subject to the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest governmental filings and 11.5% First Mortgage Notes due 2001 other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to AIC, its properties or assets, other than, in the case of clauses (collectivelyii) and (iii), the "Debt Instruments") or any licensesuch conflicts, franchisebreaches, permit or other similar authorization held by the Company or any Subsidiary of the Company except such violations, defaults, terminationsrights, cancellations losses or accelerations which could not, Liens that individually or in the aggregate, be reasonably expected to aggregate would not have either a Material Adverse Effect on AIC or would not prevent, hinder or delay the Company or its ability of AIC to consummate the transactions contemplated hereby; or 2.4.4 subject by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to obtaining AIC in connection with the consents execution and approvals described in Section 2.3, result in delivery of this Agreement by AIC or the creation or imposition consummation by AIC of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" meansexcept, with respect to any assetthis Agreement, any mortgage, lien, pledge, charge, security interest or encumbrance for the filing of any kind the Certificate of Merger and other appropriate merger documents required by the CGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in respect of such assetwhich AIC is qualified to do business.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, The execution and delivery of the execution, delivery and performance Transaction Documents by the Company of this Agreement and the consummation by the Company of the issuance of the Securities as contemplated by this Agreement and consummation by the Company of the other transactions contemplated hereby by the Transaction Documents do not and will not: 2.4.1 contravene , with or conflict with without the articles giving of notice or the lapse of time, or both, (i) result in any violation of any term or provision of the certificate of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3Subsidiary, contravene or (ii) conflict with or constitute result in a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to breach by the Company or any Subsidiary of any of the Companyterms or provisions of, except such contraventionsor constitute a default under, conflicts and violations which could not, individually or result in the aggregatemodification of, be reasonably expected to have a Material Adverse Effect on or result in the Company creation or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration imposition of any right lien, security interest, charge or obligation encumbrance (other than pursuant to the Security Agreement and the Patent and Trademark Security Agreement) upon any of the properties or assets of the Company or any Subsidiary pursuant to, any indenture, mortgage, deed of the Company trust or to a loss of any benefit other agreement or instrument to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture a party or other instrument binding upon by which the Company or any Subsidiary or any of the Company, or their respective properties or assetsassets are bound or affected, including in any such case which (x) relates to or affects the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest Collateral or (y) would be reasonably likely to have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and 11.5% First Mortgage Notes due 2001 (collectivelythe Subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company to perform its obligations under, the "Debt Instruments"Transaction Documents, (iii) conflict with or any license, franchise, permit or other similar authorization held result in a breach by the Company or any Subsidiary of the Company except such defaultsterms or provisions of, terminationsor constitute a default under, cancellations or accelerations which could not, individually or result in the aggregatemodification of, or entitle any party other than the Company to terminate, or require any consent or approval of any such party with respect to, any of the ▇▇▇▇▇ Agreements, (iv) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment or order of any court, United States federal or state regulatory body, administrative agency or other governmental body having jurisdiction over the Company or any Subsidiary or any of their respective properties or assets, in any such case which (x) relates to or affects the Collateral or (y) would be reasonably expected likely to have a Material Adverse Effect material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company to perform its obligations under, the Transaction Documents, or (v) have any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the Company or any Subsidiary to own or lease and operate any of its properties and to conduct any of its business or the ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetmake use thereof.

Non-Contravention. Except as The execution and delivery of this Agreement and, following satisfaction of the Closing conditions set forth on Schedule 2.4 heretoin Sections 7 and 8 hereof as applicable to the Closing, the executionexecution and delivery of the Rights Agreement Amendment, the issuance, sale and delivery of the Securities to be sold by the Company under this Agreement and the performance by the Company of this Agreement and its obligations under the Transaction Agreements and/or the consummation by the Company of the transactions contemplated hereby do thereby, will not and will not: 2.4.1 contravene (a) conflict with, result in the breach or conflict violation of, or constitute (with or without the articles giving of incorporation notice or bylaws the passage of time or both) a violation of, or default under, (i) any bond, debenture, note or other evidence of indebtedness, or under any lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary of subsidiary is a party or by which it or its properties may be bound or affected, (ii) the Company; 2.4.2 subject ’s Restated Certificate of Incorporation, as amended and as in effect on the date hereof, the Company’s Bylaws, as amended and as in effect on the date hereof, or the equivalent document with respect to obtaining any subsidiary, as amended and as in effect on the consents and approvals described in Section 2.3date hereof, contravene or conflict with (iii) any statute or constitute a violation of any provision of any law, judgment, decree, rule, regulation, judgment, injunction, ordinance or order or decree of any courtcourt or governmental or regulatory body (including The NASDAQ Stock Market), tribunal, arbitrator, authority, governmental agency, commission, official arbitration panel or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or authority applicable to the Company or any Subsidiary of the Company, any of its subsidiaries or their respective properties, except in the case of clauses (i) and (iii) for such contraventionsconflicts, conflicts and breaches, violations which could notor defaults that would not be likely to have, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the CompanyEffect, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments"b) or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on lien, encumbrance, claim, security interest or restriction whatsoever upon any asset of the material properties or assets of the Company or any Subsidiary of the Companyits subsidiaries or an acceleration of indebtedness pursuant to any obligation, except such Liens agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or any if its ability subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to consummate which any of the transactions contemplated herebyproperty or assets of the Company is subject. For purposes of this AgreementSection 4(e), "Lien" meansthe term “material” shall apply to agreements, with respect understandings, instruments, contracts or proposed transactions to any assetwhich the Company is a party or by which it is bound involving obligations (contingent or otherwise) of, any mortgageor payments to, lien, pledge, charge, security interest or encumbrance the Company in excess of any kind $100,000 in respect of such asseta 12-month period.

Non-Contravention. Except as set forth on Schedule 2.4 hereto(a) Assuming the Consents referred to in Section 4.3(b) are obtained, made or given, the execution, delivery and performance by the Company Purchaser of this Agreement and each Ancillary Agreement to which Purchaser is a party and the consummation by the Company Purchaser of the transactions contemplated hereby and thereby do not and will not: 2.4.1 contravene or not conflict with the articles of incorporation or bylaws with, result in a breach of the Company terms, conditions or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3provisions of, constitute a breach or violation of or default under (with or without notice or lapse of time or both) under, require any Consent or other action by any Person under, or give rise to a any right of terminationacceleration, amendment, termination or cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any right or benefit to which the Company or any Subsidiary of the Company is entitled under under, (i) any provision of the Governing Documents of Purchaser, (ii) any agreement, contract, lease, indenture Applicable Law or other instrument binding upon the Company (iii) any Contract to which Purchaser is a party or by which Purchaser or any Subsidiary of its assets or properties is bound, other than, in the case of the Companyforegoing clauses (ii) and (iii), or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could notitems that would not reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect material adverse effect on the Company or its Purchaser’s ability to perform its obligations hereunder or to timely consummate the transactions contemplated hereby; or. 2.4.4 subject (b) The execution, delivery and performance by Purchaser of this Agreement and each Ancillary Agreement to obtaining which Purchaser is a party and the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset consummation by Purchaser of the Company transactions contemplated hereby and thereby do not and will not require any Consent of, with or to any Subsidiary Governmental Authority, other than any (i) Consents not required to be obtained, made or given until after the Closing or (ii) Consents the failure of the Companywhich to obtain, except such Liens which could notmake or give would not reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect material adverse effect on the Company or its Purchaser’s ability to perform its obligations hereunder or to timely consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Non-Contravention. Except as set forth on Schedule 2.4 heretoThe execution and delivery by Purchaser of the Purchaser Transaction Documents, and the execution, delivery and performance by the Company of this Agreement Purchaser’s obligations thereunder and the consummation by the Company Purchaser of the transactions contemplated hereby thereby, do not and will not: 2.4.1 contravene or conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3not (a) violate, contravene or conflict with or constitute result in a violation breach of any provision of or constitute a default (with or without notice, lapse of time or both) under Purchaser’s governing documents, (b) violate, conflict with or result in a breach or default (with or without notice, lapse of time or both) under, result in the acceleration of obligations under, create in any lawparty the right to terminate, regulationmodify or cancel (as distinct from any right to terminate, judgmentmodify or cancel at will without cause pursuant to the terms thereof), injunctiongive rise to a change in terms of, order or decree require any notice, consent, approval, authorization, waiver or action or filing pursuant to, any agreement, obligation or other instrument to which Purchaser is a party or by which Purchaser or any of its properties or assets are bound or cause the creation of any courtLien upon any of the assets of Purchaser, tribunal(c) violate, arbitratorconflict with or result in a breach or default (whether after the giving of notice, authoritylapse of time or both) under, agencyany provision of any Law applicable to Purchaser or any of its properties or assets, commission(d) require Purchaser to give any notice to, official or make any declaration or filing with, or obtain any consent, waiver or approval of, any Governmental Authority or other instrumentality Person other than pursuant to applicable securities Laws or the rules or regulations of the United States; any foreign country; applicable securities exchange or listing authority or (e) accelerate any sovereign nationobligation under, or give rise to a right of termination of, any domesticpermit, foreign license or other state, country, city of other political subdivision (a "authorization issued by any Governmental or Regulatory Authority") binding upon or Authority that is applicable to the Company Purchaser or any Subsidiary of its material assets, except, in the Companycase of clauses (b) through (e), except any such contraventions, conflicts and violations which could notitems that, individually or in the aggregate, would not reasonably be reasonably expected to have a Material Adverse Effect on prevent or materially impede or delay the Company or its ability to consummate consummation by Purchaser, as applicable, of the Contribution and the other transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture by this Agreement or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetTransaction Documents.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, None of the execution, delivery and or performance by the Company of this Agreement and or any Additional Agreement to which the Company is or will be a party or the consummation by the Company of the transactions contemplated hereby do not and thereby does or will not: 2.4.1 (a) contravene or conflict with the articles Company Certificate of incorporation Incorporation or bylaws the Company’s Bylaws or the governing documents of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3’s Subsidiaries, (b) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order Law or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") Order binding upon or applicable to the Company or to any Subsidiary of the Companyits respective properties, rights or assets, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described as set forth in Section 2.34.3 of this Agreement, (c) except for the Contracts listed on Schedule 4.7 requiring Company Consents (but only as to the need to obtain such Company Consents), (i) require consent, approval or waiver under, (ii) constitute a breach or violation of or default under or breach of (with or without the giving of notice or lapse the passage of time or both), (iii) or violate, (iv) give rise to a any right of termination, cancellation or acceleration amendment, in the case of any right or obligation each of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled clauses (i) – (iv), under any provision of any agreementPermit or Material Contract, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments"d) or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien (except for Permitted Liens) on any asset of the Company’s or any Company Subsidiary’s properties, rights or assets, or (e) require any consent, approval or waiver from any Person pursuant to any provision of the Company Certificate of Incorporation or Bylaws of the Company or any Subsidiary governing document of any of the Company’s Subsidiaries, except for such Liens consent, approval or waiver which could notshall be obtained (and a copy provided to Parent) prior to the Closing, except where such failures, individually or in the aggregate, have not had and would not reasonably be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetthe Company.

Non-Contravention. Except Provided that all consents, approvals, authorizations and other actions described or referenced in Section 2.2 have been obtained or taken, except as set forth on Schedule 2.4 heretomay result from any facts or circumstances solely relating to Buyer or its Affiliates (as opposed to any other third party), the execution, execution and delivery and performance by the Company of this Agreement and the Ancillary Agreements by Seller and the performance of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not: 2.4.1 contravene or (a) conflict with or breach any provision of the articles Organizational Documents of incorporation or bylaws of Seller, the Company or any Subsidiary of its Subsidiaries, (b) assuming compliance with the Company; 2.4.2 subject matters referred to obtaining the consents in Sections 2.2(b) and approvals described in Section 2.32.2(c), contravene or conflict with, constitute (with or constitute without due notice or lapse of time or both) a violation of default under or breach any provision of any lawLaw or Governmental Order, regulationin each case applicable to any of Seller or its Subsidiaries or to which any of their respective properties or assets are subject, judgment(c) except as set forth in Section 2.3 of the Seller Disclosure Letter, injunction, order or decree require any consent of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; action by any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3Person under, constitute a breach default or violation of or default under (an event that, with or without notice or lapse of time or both, would constitute (with or without the lapse of time or both) a default under, or give rise to a any Person’s right of termination, cancellation cancellation, acceleration, modification or acceleration other change of any right or obligation of the Company or any Subsidiary of the Company such Person, or to a loss of any benefit to which the Company any of Seller or any Subsidiary of the Company its Subsidiaries is entitled under under, or require any notice under, any provision of any agreement, contract, lease, indenture Contract or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on Permit affecting the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, Affiliates or (d) result in the creation or imposition of any Lien (other than Permitted Liens) on any asset equity interests, assets or properties of the Company or any Subsidiary of the Companyand its Subsidiaries, except such Liens which could notin each case of clauses (b), (c) and (d), as would not reasonably be expected, individually or in the aggregate, to be reasonably expected material to have a Material Adverse Effect on the Company or and its ability to consummate the transactions contemplated hereby. For purposes of this AgreementSubsidiaries, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assettaken as a whole.

Non-Contravention. Except as set forth on Schedule 2.4 hereto3.3 of the Seller Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company Seller of the transactions contemplated hereby do by this Agreement does not and will not: 2.4.1 contravene or conflict with the articles of incorporation or bylaws of the Company or : (a) result in any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or conflict with or constitute a violation breach of any provision of the Organizational Documents of Seller or any law, regulation, judgment, injunction, order Regency Entity; (b) constitute a default (or decree an event that with notice or passage of any court, tribunal, arbitrator, authority, agency, commission, official time or other instrumentality of the United States; any foreign country; any sovereign nationboth would give rise to a default) under, or give rise to any domesticright of termination, foreign cancellation, amendment or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under acceleration (with or without notice the giving of notice, or lapse the passage of time or both) under any of the terms, conditions or give rise provisions of any Contract to which Seller or any Regency Entity is a right party or by which any property or asset of Seller or any Regency Entity is bound or affected; or (c) assuming compliance with the matters referred to in Section 3.4, violate any Law to which Seller or any Regency Entity is subject or by which any of Seller’s or any Regency Entity’s properties or assets is bound; or (d) constitute (with or without the giving of notice or the passage of time or both) an event which would result in the creation of any Lien (other than Permitted Liens) on any asset of any Regency Entity, except, in the cases of clauses (b), (c) and (d) for such defaults or rights of termination, cancellation cancellation, amendment, acceleration, violations or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreementLiens, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, as would not reasonably be reasonably expected to have a Regency Material Adverse Effect on or to prevent or materially delay the Company or its ability to consummate consummation of the transactions contemplated hereby; or 2.4.4 subject by this Agreement or to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its materially impair Seller’s ability to consummate the transactions contemplated hereby. For purposes of perform their obligations under this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the execution, The execution and delivery and performance by the Company of this Agreement do not, and the consummation by the Company of the Offer, the Merger and the other transactions contemplated hereby do not by this Agreement and compliance with the provisions of this Agreement will not: 2.4.1 contravene or , conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationwith, or result in any domesticviolation or breach of, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time time, or both) under, or give rise to a right of termination, cancellation or acceleration of any right obligation or obligation to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary of its Subsidiaries under (other than any such Lien created as a result of any action taken by Parent or Sub), any provision of (a) the Company Certificate of Incorporation, the Company By-Laws or the comparable organizational documents of any of its Subsidiaries, or (b) subject to the filings and other matters referred to in the immediately following sentence, and assuming the accuracy of the Company representations and warranties of Parent and Sub set forth in Section 5.10, (i) any written contract, lease, permit, authorization, indenture, note, bond, mortgage, franchise or other agreement or instrument, commitment, obligation or binding arrangement, with respect to which there are continuing rights, liabilities or obligations (a loss of any benefit “Contract”) to which the Company or any Subsidiary of the Company its Subsidiaries is entitled under a party or by which any provision of their respective properties or assets are bound, (ii) any supranational, federal, national, state, provincial or local statute, law (including common law), ordinance, rule or regulation of any agreementGovernmental Authority (“Law”) or any judgment, contractorder or decree of any Governmental Authority (“Judgment”), lease, indenture or other instrument binding upon in each case applicable to the Company or any Subsidiary of the Company, its Subsidiaries or any of their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 or (collectively, the "Debt Instruments"iii) or any license, franchise, permit or other similar authorization held by Authorizations of the Company or its Subsidiaries, other than, in the case of clause (b) above, any Subsidiary of the Company except such conflicts, violations, defaults, terminationsrights, cancellations losses or accelerations which could Liens that would not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect on the Company Effect. No consent, approval, order, waiver or its ability authorization of, action or nonaction by, registration, declaration or filing with, or notice to, any supranational, federal, national, state, provincial or local, whether domestic or foreign, government, any court of competent jurisdiction or any administrative, regulatory (including any stock exchange) or other governmental agency, commission or authority (each, a “Governmental Authority”) is required to consummate the transactions contemplated hereby; or 2.4.4 subject be obtained or made by or with respect to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the CompanyOffer, the Merger or the other transactions contemplated by this Agreement, except for (A) the filing of a premerger notification and report form by the Company under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the filings and receipt, termination or expiration, as applicable, of such Liens other approvals or waiting periods as may be required under the competition, merger control, antitrust or similar Law of any jurisdiction (collectively, the “Foreign Merger Control Laws”), (B) the filing with the SEC of (w) the Schedule 14D-9, (x) if required by applicable Law, the Proxy Statement, (y) any information statement required in connection with the Offer under Rule 14f-1 under the Exchange Act (together with any amendments or supplements thereto, the “Information Statement”), and (z) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which could the Company or any of 14 its Subsidiaries is qualified to do business, (D) any filings or notices required under the rules and regulations of the NYSE, and (E) such other consents, approvals, orders, waivers, authorizations, actions, nonactions, registrations, declarations, filings and notices the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetEffect.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the (a) The execution, delivery and performance by the Company of this Agreement and by the applicable member of the Company Group of the Ancillary Agreements to which it is or will be a party, and the consummation by the Company of the transactions contemplated hereby do not and thereby will not: 2.4.1 contravene or : (i) contravene, conflict with or result in any violation or breach of any provision of the articles of incorporation or bylaws Organizational Documents of the Company or any Subsidiary of its Subsidiaries, (ii) assuming compliance with the Company; 2.4.2 subject matters referred to obtaining the consents and approvals described in Section 2.34.03(b), contravene or contravene, conflict with or result in any violation or breach of any Applicable Law, or (iii) result in a breach, violation or infringement of, or constitute a violation default under, or give rise to the creation of any provision of any lawLien, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationexcept for Permitted Liens, or any domesticright of notice, foreign consent, termination, amendment, cancellation or acceleration under, any Company Material Contract (other state, country, city than any Intercompany Agreements set forth on Section 4.19(a)(xi) of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company Disclosure Schedule), except, in the case of clause (ii) or any Subsidiary of the Companyclause (iii), except such contraventions, conflicts and violations which could notas would not reasonably be expected to, individually or in the aggregate, be material to the Company Group (taken as a whole). (b) The execution, delivery and performance by the Company of this Agreement and by the applicable member of the Company Group of the Ancillary Agreements to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby require no filing with, notification to, or approval or consent of, any Governmental Authority, other than (i) compliance with any applicable requirements of the Antitrust Laws and Foreign Direct Investment Laws, including the Required Regulatory Approvals, (ii) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities laws, (iii) compliance with any applicable rules of Nasdaq and (iv) any filing, notification, approval or consent the absence of which would not reasonably be expected to have a Material Adverse Effect on materially adversely effect, prevent or materially delay any member of the Company or its Group’s ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or by any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Ancillary Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the execution, The execution and delivery and performance by the Company of this Agreement by Buyer does not, and the consummation by the Company of the transactions contemplated hereby do Contemplated Transactions will not and will not: 2.4.1 contravene or conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both), (i) violate or give rise conflict with any provision of the Articles of Incorporation or Bylaws of Buyer or similar governing documents of any of Buyer's Subsidiaries, (ii) subject to obtaining the Buyer Required Statutory Approvals, violate or conflict with any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority (as hereinafter defined) applicable to Buyer or any of its Subsidiaries or any of their respective Assets, or (iii) violate, conflict with, or result in a breach of any provision of, or constitute a default under, or trigger any obligation to repurchase, redeem or otherwise retire indebtedness under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation cancellation, or acceleration of any right obligation or obligation the loss of a material benefit under, or result in the creation of any Encumbrance upon any of the Company Assets of Buyer or any Subsidiary of the Company or its Subsidiaries pursuant to a loss any provisions of, any note, bond, mortgage, indenture, deed of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreementtrust, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit permit, concession, contract, lease or other similar authorization held by the Company instrument, obligation or agreement of any kind to which Buyer or any Subsidiary of its Subsidiaries is now a party or by which it or any of its Assets is bound or affected, except in connection with the Company except such defaultsFinancing and, terminationsin the case of clauses (ii) and (iii), cancellations or accelerations which could as would not, individually or in the aggregate, have or be reasonably expected likely to have a Buyer Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetEffect.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, (i) Neither the execution, delivery and performance by the Company such Holder of this Agreement and Agreement, nor the consummation by the Company of the transactions contemplated hereby do not and will not: 2.4.1 contravene or conflict hereby, nor compliance by such Holder with the articles of incorporation or bylaws any of the Company provisions hereof or thereof, will (A) violate, conflict with, or result in a breach of any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3provision of, contravene or conflict with or constitute a violation of any provision of any lawdefault (or an event which, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse of time or both, would constitute a default) under, or give rise to result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation termination or acceleration of, or result in the creation of any right or obligation Lien (as defined in the Facility Agreement) upon any of the Company properties or assets of such Holder under any Subsidiary of the Company terms, conditions or to a loss provisions of (i) its governing instruments or (ii) any benefit to which the Company or any Subsidiary note, bond, mortgage, indenture, deed of the Company is entitled under any provision of any agreementtrust, contractlicense, lease, indenture agreement or other instrument binding upon the Company or obligation to which such Holder is a party or by which it may be bound, or to which such Holder or any Subsidiary of the Companyproperties or assets of such Holder may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any Law, statute, ordinance, rule or regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to such Holder or any of their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregatecase of clauses (A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be reasonably expected to have a Material Adverse Effect on the Company or its materially and adversely affect such Holder’s ability to perform its respective obligations under this Agreement or consummate the transactions contemplated hereby; orhereby on a timely basis. 2.4.4 subject (ii) Other than filings with the SEC which may be required under Section 13(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on the part of such Holder and other persons that may be deemed to obtaining beneficially own the consents and approvals described in Section 2.3Securities, result in the creation no notice to, registration, declaration or imposition filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity (as defined below), nor expiration or termination of any Lien on any asset statutory waiting period, is necessary for the consummation by such Holder of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of by this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, the (a) The execution, delivery and performance by the Company Purchaser or its applicable Affiliate of this Agreement and any Ancillary Agreement to which the Purchaser or its applicable Affiliate is or will be a party, and the consummation by the Company of the transactions contemplated hereby do not and thereby will not: 2.4.1 contravene or conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3: (i) contravene, contravene or conflict with or constitute a result in any violation or breach of any provision of the Organizational Documents of the Purchaser or its applicable Affiliate, (ii) assuming compliance with the matters referred to in Section 5.03(b), contravene, conflict with or result in any law, regulation, judgment, injunction, order violation or decree breach of any courtApplicable Law, tribunalor (iii) result in a breach, arbitratorviolation or infringement of, authorityor constitute a default under, agencyor give rise to the creation of any Lien, commission, official or other instrumentality of the United States; any foreign country; any sovereign nationexcept for Permitted Liens, or any domesticright of notice, foreign consent, termination, amendment, cancellation or other stateacceleration under, countryany material Contract or Permit to which the Purchaser or its applicable Affiliate is a party, city or by which any of other political subdivision its properties or assets is bound, except, in the case of clause (a "Governmental ii) or Regulatory Authority") binding upon or applicable clause (iii), as would not reasonably be expected to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could nothave, individually or in the aggregate, be reasonably expected to have a Purchaser Material Adverse Effect on Effect. (b) The execution, delivery and performance by the Company Purchaser or its ability applicable Affiliate of this Agreement and any Ancillary Agreement to consummate which the Purchaser or its applicable Affiliate is or will be a party, and the consummation of the transactions contemplated hereby; 2.4.3 subject to obtaining the consents hereby and approvals described in Section 2.3thereby require no registration, constitute a breach declaration or violation of filing with, notification to, or default under approval or consent of, any Governmental Authority, other than (i) compliance with or without notice or lapse of time or both) or give rise to a right of termination, cancellation or acceleration of any right or obligation applicable requirements of the Company or Antitrust Laws and Foreign Direct Investment Laws, (ii) compliance with any Subsidiary applicable requirements of the Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract, lease, indenture or other instrument binding upon the Company or any Subsidiary of the Company, or their respective properties or assets, including the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectivelySecurities Act, the "Debt Instruments"Exchange Act and any other applicable state or federal securities laws, (iii) compliance with any applicable rules of Nasdaq and (iv) any filing, notification, approval or any license, franchise, permit or other similar authorization held by consent the Company or any Subsidiary absence of the Company except such defaults, terminations, cancellations or accelerations which could notwould not reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Purchaser Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such assetEffect.

Non-Contravention. Except as set forth on Schedule 2.4 hereto, Neither the execution, execution and delivery and performance by the Company of this Agreement and by Buyer or Buyer Subsidiary, nor the consummation by the Company Buyer and Buyer Subsidiary of the transactions contemplated hereby do not and hereby, will not: 2.4.1 contravene or conflict with the articles of incorporation or bylaws of the Company or any Subsidiary of the Company; 2.4.2 subject to obtaining the consents and approvals described in Section 2.3, contravene or (i) conflict with or result in a breach of the Articles or Certificate of Incorporation or Bylaws as currently in effect of Buyer or Buyer Subsidiary, respectively, (ii) except for any applicable requirements under the H▇▇▇- ▇▇▇▇▇-▇▇▇▇▇▇ Act and the filing of Articles of Merger with the Secretary of State of the State of Minnesota, require the consent or approval of any governmental authority having jurisdiction over any of the business or assets of Buyer or Buyer Subsidiary, (iii) violate any statute or regulation applicable to Buyer or Buyer Subsidiary, or (iv) result in a breach of, or constitute a violation of any provision of any lawdefault or an event which, regulation, judgment, injunction, order or decree of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of with the United States; any foreign country; any sovereign nation, or any domestic, foreign or other state, country, city of other political subdivision (a "Governmental or Regulatory Authority") binding upon or applicable to the Company or any Subsidiary of the Company, except such contraventions, conflicts and violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; 2.4.3 subject to obtaining the consents and approvals described in Section 2.3, constitute a breach or violation of or default under (with or without notice or lapse passage of time or the giving of notice, or both) or , would constitute a default, give rise to a right of termination, cancellation or acceleration acceleration, create any entitlement to any payment or benefit, require the consent of any right third party or obligation of result in the Company or any Subsidiary of the Company or to a loss creation of any benefit lien on the assets of Buyer or Buyer Subsidiary under, any other instrument, contract or agreement to which Buyer or Buyer Subsidiary is a party or by which the Company properties or any assets of Buyer or Buyer Subsidiary may be bound (except, in the case of the Company is entitled under any provision of any agreementclauses (ii), contract(iii) and (iv), leasewhere such violation, indenture breach, default, termination, cancellation, acceleration, payment, benefit or other instrument binding upon the Company or any Subsidiary of the Companylien, or their respective properties the failure to make such filing or assetsobtain such consent or approval, including would not impair the Company's 13% Series B First Mortgage Notes due 2003 with contingent interest and 11.5% First Mortgage Notes due 2001 (collectively, the "Debt Instruments") ability of Buyer or any license, franchise, permit or other similar authorization held by the Company or any Buyer Subsidiary of the Company except such defaults, terminations, cancellations or accelerations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby; or 2.4.4 subject to obtaining the consents and approvals described in Section 2.3, result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, except such Liens which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or its ability to consummate the transactions contemplated hereby. For purposes of by this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset).