The execution, delivery and performance by the Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation by the Buyer of the transactions contemplated hereby and thereby, do not, and will not (1) result in a violation of any provision of its articles of incorporation, bylaws, limited partnership agreement, limited liability company agreement or similar governing documents of the Buyer, (2) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Buyer is a party or (3) conflict with or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Buyer, except in the case of clauses (2) and (3) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, have, or reasonably be expected to result in, a material adverse effect on the ability of such Buyer to perform its obligations hereunder or under any of the other Transaction Documents to which the Buyer is a party.