Such Seller’s execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the sale of such Seller’s Asset, will not (i) conflict with or result in any violation of its organizational documents, (ii) conflict with or result in any violation of any provision of any bond, note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which such Seller is a party in its individual capacity or which binds its Asset, or (iii) violate any Applicable Law relating to such Seller or its assets or properties except, in each case, for any conflict or violation which will not materially adversely affect (A) such Seller’s ability to consummate the transactions contemplated by this Agreement, (B) such Seller’s interest in its applicable Asset or (C) the operation of such Seller’s Asset.