The execution, delivery, and performance by each Grantor of this Agreement will not (i) result in the violation of the provisions of the organizational documents of such Grantor, (ii) violate any provision of any existing material Law applicable to such Grantor or (iii) conflict with, result in any breach of, constitute a default under, or result in the creation or imposition of any Lien upon any of such Grantor’s Collateral pursuant to (A) any order, judgment, award, or decree of any Governmental Entity to which such Grantor is a party or by which such Grantor may be bound or to which any of the Collateral is subject or (B) any material Contract to which such Grantor is a party or by which such Grantor may be bound or to which any of the Collateral is subject except, in the cases of subsections (ii) and (iii), for such violations, conflicts, breaches, or defaults as would not, individually or in the aggregate, reasonably be expected to prevent such Grantor from performing its obligations under either of the Notes and this Agreement.