The execution, delivery and performance by the Purchaser of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Purchaser’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 (other than a Permitted Lien) upon any of the material properties or assets of the Purchaser or any of its subsidiaries, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility or debt instrument (evidencing debt or otherwise held by the Purchaser or one of its subsidiaries) to which the Purchaser or any of its subsidiaries is a party or by which any material property or asset of the Purchaser or any of its subsidiaries 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 the Purchaser or one of its subsidiaries is subject (including federal and state securities laws and regulations), or by which any material property or asset of the Purchaser or one of its subsidiaries is bound or affected.