Neither the execution and delivery by such Party of this Agreement, nor the performance by such Party of its duties and obligations hereunder, shall (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default (or an event which with notice, or lapse of time, or both, would become a default) under (1) the Governing Documents of such Party, or (ii) any indenture, mortgage, lease, agreement or other instrument to which such Party is a party, to or by which such Party is bound, or to which its assets or property are subject, or (ii) violate any provision of any applicable law or regulation to which such Party is subject or by which such Party is bound, except where such conflict, breach, default or violation would not reasonably be expected to result in a Material Adverse Change with respect to such Party.