The execution, delivery, and performance by the Company of this Note and the Security Agreement will not (i) result in the violation of the provisions of the organizational documents of the Company, (ii) violate any provision of any existing material Law applicable to the Company 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 Collateral pursuant to (A) any order, judgment, award, or decree of any Governmental Entity to which the Company is a party or by which the Company may be bound or to which any of the Collateral is subject or (B) any material Contract to which the Company is a party or by which the Company 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 the Company from performing its obligations under this Note and the Security Agreement.