Neither the execution nor the delivery by US Lighting of this Agreement or any Transaction Document to which US Lighting is a party, nor the consummation or performance by US Lighting of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision of the US Lighting Organizational Documents; (b) contravene, conflict with or result in a violation of any Law, Order, charge or other restriction or decree applicable to US Lighting, or by which US Lighting or any of its respective assets and properties are bound or affected; (c) contravene, conflict with, result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, impair the rights of US Lighting under, or alter the obligations of any Person under, or create in any Person the right to terminate, amend, accelerate or cancel, or require any notice, report or other filing (whether with a Governmental Authority or any other Person) pursuant to, or result in the creation of a Lien on any of the assets or properties of US Lighting under, any note, bond, mortgage, indenture, Contract, License, permit, franchise or other instrument or obligation to which US Lighting is a party or by which US Lighting or any of its respective assets and properties are bound or affected; or (d) contravene, conflict with, or result in a violation of, the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any licenses, permits, authorizations, approvals, franchises or other rights held by US Lighting or that otherwise relate to the business of, or any of the properties or assets owned or used by, US Lighting, except, in the case of clauses (b), (c),or (d), for any such contraventions, conflicts, violations, or other occurrences as would not have a Material Adverse Effect on US Lighting.