The execution, delivery and performance of this Agreement by each Borrower and the consummation by the Borrowers of the transactions contemplated hereby will not (i) result in a violation of such Borrower’s organizational documents or (ii) 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 such Borrower or any of its subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market) applicable to such Borrower or any of its subsidiaries or by which any material property or asset of such Borrower or any of its subsidiaries is bound or affected and which would cause a Material Adverse Effect.