Neither the execution and delivery of this Note and the consummation of the transactions contemplated therein, nor the performance of and compliance with the terms and provisions hereof by the Maker will (a) violate or conflict with any provision of its articles of incorporation and bylaws, (b) violate, contravene or materially conflict with any law, regulation, order, writ, judgment, injunction, decree or permit applicable to it, (c) violate, contravene or materially conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound, the violation of which could have a Material Adverse Effect or (d) result in or require the creation of any lien, security interest or encumbrance (a “ Lien ”) upon or with respect to its properties.