Neither the execution, delivery or performance by Client of this Agreement, nor compliance by it with the terms and provisions hereof, (i) will contravene any applicable provision of any material law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, or (ii) will conflict or be inconsistent with or result in any material breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any lien (except pursuant to this Agreement) upon any of the property or assets of Client pursuant to the terms of any indenture, mortgage, deed of trust, agreement or other instrument to which Client is a party or by which it or any of its property or assets is bound or to which it may be subject.