No Borrower is in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, debenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which it or its property is bound and neither the execution, nor the delivery by such Borrower, nor the performance by such Borrower of its obligations under this Agreement or any of the Transaction Documents will conflict with or result in the breach or violation of any of the terms or provisions of, or constitute a default or result in the creation or imposition of any lien or charge on any assets or properties of such Borrower under its organizational documents, any material indenture, mortgage, deed of trust or other material agreement applicable to such Borrower or instrument to which such Borrower is a party or by which it is bound, or any statute, or any decree, judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over such Borrower or its properties, in each case which default, lien or charge is likely to cause a Material Adverse Effect.