Subject to the consent of MTM Ventures and the existing financing and security interests in favor of MTM Ventures, NuLeaf Production is authorized to execute, deliver and perform under the Loan Documents, and is authorized to perform all obligations necessary for the Conversion (subject to Lender suitability and all regulatory approvals). Those documents are valid and binding obligations of NuLeaf Production, where neither the execution, delivery, or performance of the Loan Documents will directly or indirectly contravene, conflict with, or violate any organization document of NuLeaf Production, or have any material adverse effect or result on NuLeaf Production, not contemplated by the Loan Documents.