The execution, delivery and performance by each Borrower and each Guarantor of this Agreement (and each other document required to be executed and delivered by a Borrower or a Guarantor hereunder), and the consummation by each of them of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of any Borrower’s or any Guarantor’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of a Borrower or a Guarantor, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, securities purchase agreement, debt or other instrument (evidencing a Borrower or Guarantor debt or otherwise) or other understanding to which a Borrower or any Guarantor is a party or by which any property or asset of a Borrower or any Guarantor is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which a Borrower or a Guarantor is subject (including federal and state securities laws and regulations), or by which any property or asset of a Borrower or a Guarantor is bound or affected.