Common use of Authorization, Validity and Enforceability Clause in Contracts

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. Each of such Loan Party and its Subsidiaries has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral owned by it. Each of such Loan Party and its Subsidiaries has taken all necessary corporate action (including, without limitation, obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Loan Party's or any of its Subsidiary's execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, except for the Final Bankruptcy Court Order and those orders already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by each of the Loan Parties and its Subsidiaries party thereto, and, subject to the DIP Orders, constitute the legal, valid and binding obligations of each of the Loan Parties and its Subsidiaries party thereto, enforceable against each such Loan Party and its Subsidiaries in accordance with their respective terms without defense, set-off or counterclaim. Such Loan Party's and Subsidiary's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or, except for Liens created under the Loan Documents, result in the creation or imposition of any Lien upon the property of such Loan Party or any of its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Loan Party or any of its Subsidiaries is a party or which is binding upon it to which the automatic stay provisions of the Bankruptcy Code do not apply, (b) any Requirement of Law applicable to such Loan Party or any of its Subsidiaries (including, without limitation, any court order entered in the Case), or (c) the certificate or articles of incorporation or by-laws, amendment, continuation, amalgamation or other organizational documents of such Loan Party or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the -------------------------------------------------------------------- Loan Documents. Each of such Loan Party Borrower and its Subsidiaries the Parent has the corporate power and authority to -------------- execute, deliver deliver, and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral owned by itSecurity Interest. Each of such Loan Party Borrower and its Subsidiaries the Parent has taken all necessary corporate action (including, without limitation, obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Public Authority, and no consent of any other Person, is required in connection with such Loan Partyeither Borrower's or any of its Subsidiary's execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, except for the Final Bankruptcy Court Order and those orders already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by each of the Loan Parties and its Subsidiaries party thereto, and, subject to the DIP Orders, constitute the legal, valid and binding obligations of each of the Loan Parties and its Subsidiaries party thereto, enforceable against each such Loan Party and its Subsidiaries in accordance with their respective terms without defense, set-off or counterclaim. Such Loan Party's and SubsidiaryParent's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is party, except for those already duly obtained. Each of this Agreement and the other Loan Documents has been duly executed and delivered by each Borrower and the Parent to the extent a party thereto, and constitutes the legal, valid and binding obligation of each Borrower, and the Parent enforceable against it in accordance with its terms (subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights, and the discretion of courts as to the granting of equitable remedies such as specific performance and injunction) without defence, setoff or counterclaim. Each Borrower's and the Parent's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is party do not not, and will not conflict with, or constitute a violation or breach of, or constitute a default under, or, except for Liens created under the Loan Documents, or result in the creation or imposition of any Lien upon the property Property of such Loan Party either Borrower, the Parent or any of its or their Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any contract, hypothec, mortgage, Lienlien, lease, agreement, indenture, or instrument to which such Loan Party either Borrower, the Parent or any of its or their Subsidiaries is a party or which is binding upon it to which the automatic stay provisions of the Bankruptcy Code do not applyit, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to such Loan Party either Borrower, the Parent or any of its Subsidiaries (including, without limitation, any court order entered in the Case)or their Subsidiaries, or (c) the certificate or articles of incorporation or by-lawsincorporation, amendment, continuationcontinuation or amalgamation, amalgamation or other organizational documents by- laws of such Loan Party either Borrower, the Parent or any of its Subsidiariesor their Subsidiaries or any shareholders agreement affecting it or its Property (or declaration having a like effect).

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. Each of such Loan Party and its Subsidiaries Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents and Mortgages to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral owned by itCollateral. Each of such Loan Party and its Subsidiaries Borrower has taken all necessary corporate action (including, without limitation, obtaining approval of its stockholders if necessarystockholders) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents and Mortgages to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Public Authority, and no consent of any other Person, is required in connection with such Loan Party's or any of its Subsidiary's execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, except for the Final Bankruptcy Court Order and those orders already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by each of the Loan Parties and its Subsidiaries party thereto, and, subject to the DIP Orders, constitute the legal, valid and binding obligations of each of the Loan Parties and its Subsidiaries party thereto, enforceable against each such Loan Party and its Subsidiaries in accordance with their respective terms without defense, set-off or counterclaim. Such Loan Party's and SubsidiaryBorrower's execution, delivery, and performance of this Agreement and the other Loan Documents and Mortgages to which it is a party, except for those already duly obtained or made. Each of this Agreement and the other Loan Documents and Mortgages to which it is a party has been duly executed and delivered by each Borrower, and constitute the legal, valid and binding obligation of such Borrower, enforceable against it in accordance with its terms (except as such enforcement may be limited by general principles of equity, and bankruptcy, reorganization, insolvency, moratorium and similar laws affecting creditors' rights generally) and without defense, setoff, or counterclaim of which such Borrower has knowledge. Each Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents and Mortgages to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or, except for Liens created under the Loan Documents, or result in the creation or imposition of any Lien upon the property of such Loan Party or any of its Subsidiaries Borrower by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Loan Party or any of its Subsidiaries Borrower is a party or which is binding upon it to which the automatic stay provisions of the Bankruptcy Code do not applyit, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to such Loan Party or any of its Subsidiaries (including, without limitation, any court order entered in the Case)Borrower, or (c) the certificate Certificate or articles Articles of incorporation Incorporation or byBy-laws, amendment, continuation, amalgamation or other organizational documents laws of such Loan Party or any of its SubsidiariesBorrower.

Authorization, Validity and Enforceability. of this Agreement and the --------------------------------------------------------------------- Loan Documents. Each of such Loan Party and its Subsidiaries Such Borrower has the corporate power and authority to execute, -------------- deliver and perform this Agreement and the other Loan Documents to which it is a partyDocuments, to incur the Obligations, and to grant to the Agent Lender, Liens upon upon, and security interests in in, the Collateral owned by itCollateral. Each of such Loan Party and its Subsidiaries Such Borrower has taken all necessary corporate action (including, without limitation, obtaining approval of its stockholders stockholders, if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a partyDocuments. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Loan Party's or any of its SubsidiaryBorrower's execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a partyDocuments, except for the Final Bankruptcy Court Order and those orders already duly obtained. This Each of this Agreement and the other Loan Documents have has been duly executed and delivered by each of the Loan Parties such Borrower, and its Subsidiaries party thereto, and, subject to the DIP Orders, constitute constitutes the legal, valid and binding obligations obligation of each of the Loan Parties and its Subsidiaries party theretosuch Borrower, enforceable against each such Loan Party and its Subsidiaries it in accordance with their respective terms without defense, set-off or counterclaimits terms. Such Loan Party's and SubsidiaryBorrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or, except for Liens created under the Loan Documents, or result in the creation or imposition of any Lien upon the property Property of such Loan Party Borrower or any of its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Loan Party Borrower or any of its Subsidiaries is a party or which is binding upon it to which the automatic stay provisions of the Bankruptcy Code do not applyor its Property, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to such Loan Party Borrower or any of its Subsidiaries (including, without limitation, any court order entered in the Case)Subsidiaries, or (c) the certificate Certificate of Incorporation or articles of incorporation or byBy-laws, amendment, continuation, amalgamation or other organizational documents laws of such Loan Party Borrower or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. Each of such Loan Party and its Subsidiaries the Credit Parties has the corporate or partnership power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Administrative Agent Liens upon and security interests in the Collateral owned by itCollateral. Each of such Loan Party and its Subsidiaries the Credit Parties has taken all necessary corporate or partnership action (including, including without limitation, obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Loan Party's or any of its Subsidiary's the Credit Parties' execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, except for the Final Bankruptcy Court Order and those orders already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by each of the Loan Credit Parties and its Subsidiaries party thereto, and, subject to the DIP Orders, and constitute the legal, valid and binding obligations of each of the Loan Credit Parties and its Subsidiaries party thereto, enforceable against each such Loan Credit Party and its Subsidiaries in accordance with their respective terms without defense, set-off setoff or counterclaim. Such Loan Party's and Subsidiary's Each of the Credit Parties' execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or, or except for Liens created under the Loan Security Documents, result in the creation or imposition of any Lien upon the property of such Loan Party the Parent or any of its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Loan any Credit Party or any of its Subsidiaries is a party or which is binding upon it to which the automatic stay provisions of the Bankruptcy Code do not applyit, (b) any Requirement of Law applicable to such Loan Party the Parent or any of its Subsidiaries (including, without limitation, any court order entered in the Case)Subsidiaries, or (c) the certificate or articles of incorporation or by-laws, amendment, continuation, amalgamation or other organizational documents laws of such Loan Party the Parent or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. ; Locations. (a) Each of such Loan Credit Party and its Subsidiaries has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral owned by itin which it has an interest. Each of such Loan Such Credit Party and its Subsidiaries has taken all necessary corporate action (including, without limitation, including obtaining approval of its partners, stockholders or other equity holders, if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Loan Party's or any of its Subsidiary's execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, except for the Final Bankruptcy Court Order and those orders already duly obtained. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each of the Loan Parties such Credit Party, and its Subsidiaries party thereto, and, subject to the DIP Orders, constitute the legal, valid and binding obligations of each of the Loan Parties and its Subsidiaries party theretosuch Credit Party, enforceable against each such Loan Party and its Subsidiaries it in accordance with their respective terms without defenseexcept as enforceability may be limited by applicable bankruptcy, set-off insolvency, reorganization, moratorium or counterclaimsimilar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Such Loan Credit Party's and Subsidiary's execution, delivery, delivery and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or, except for Liens created under the Loan Documents, result in the creation or imposition of any Lien upon the property of such Loan Party or any of its Subsidiaries Credit Party, by reason of of, the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, indenture or instrument to which such Loan Credit Party or any of its Subsidiaries is a party or which is binding upon it to which the automatic stay provisions of the Bankruptcy Code do not apply, it; (b) any Requirement of Law applicable to such Loan Party law or regulation, or any order or decree of its Subsidiaries (including, without limitation, any court order entered or Governmental Authority; (c) consent or approval of any Governmental Authority or any other Person, except those referred to in Section 2.1(c), all of which will have been duly obtained, made or complied with prior to the Case)Closing Date, or (cd) the certificate or articles of incorporation or by-laws, amendment, continuation, amalgamation laws or the limited liability company or limited partnership agreement or other organizational documents of such Loan Party Credit Party. (b) As of the Closing Date, the current location of Borrower's chief executive office and the warehouses and premises at which any Collateral is located (except for (i) installed cable plant (other than head-end equipment) and other assets that are deployed or otherwise installed at residential locations, and (ii) assets that have a value less than $100,000 in the aggregate for any one such location) are set forth in Schedule 3.1(b), and none of its Subsidiariessuch locations has changed within the 12 months preceding the Closing Date. In addition, Schedule 3.1(b) lists the federal employer identification number and organizational identification number, if any, of Borrower.

Authorization, Validity and Enforceability. of this Agreement ------------------------------------------------------------- and the Loan Documents. Each of such Loan Party and its Subsidiaries The Borrower has the corporate power and authority to ---------------------- execute, deliver and perform this Agreement and the other Loan Documents to which it is a partyDocuments, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral owned by itSecurity Interest. Each of such Loan Party and its Subsidiaries The Borrower has taken all necessary corporate action (including, without limitation, obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a partyDocuments. No consent, approval, or authorization of, or declaration or filing with, any Governmental Public Authority, and no consent of of, any other Person, is required in connection with such Loan Party's or any of its Subsidiarythe Borrower's execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a partyDocuments, except for the Final Bankruptcy Court Order and (a) those orders already duly obtained, (b) those required to perfect the Lender's Security Interest, and (c) the compliance with any of the conditions precedent set forth in Sections 10.4 and 10.11 hereof. This Agreement ------------- ----- and the other Loan Documents have been duly executed and delivered by each of the Loan Parties Borrower and its Subsidiaries party thereto, and, subject to the DIP Orders, constitute the legal, valid and binding obligations of each obligation of the Loan Parties and its Subsidiaries party theretoBorrower, enforceable against each such Loan Party and its Subsidiaries it in accordance with their respective its terms without defense, set-off setoff, or counterclaim. Such Loan Party's and SubsidiaryThe Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or, except for Liens created under the Loan Documents, or result in the creation or imposition of any Lien upon the property Property of such the Borrower (except as contemplated by this Agreement and the other Loan Party or any of its Subsidiaries Documents) by reason of the terms of (a) any contract, material mortgage, Lien, lease, agreement, indenture, or instrument to which such Loan Party or any of its Subsidiaries the Borrower is a party or which is binding upon it to which the automatic stay provisions of the Bankruptcy Code do not applyit, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to such Loan Party or any of its Subsidiaries (including, without limitation, any court order entered in the Case)Borrower, or (c) the certificate Certificate or articles Articles of incorporation Incorporation or byBy-laws, amendment, continuation, amalgamation or other organizational documents Laws of such Loan Party or any of its Subsidiariesthe Borrower.

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. Each of such Loan Party and its Subsidiaries Borrower has the corporate ------------------------------------------ power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, . Borrower has the corporate power and authority to incur the Obligations, Obligations and to grant to Agent, for the Agent benefit of Lenders, Liens upon and security interests in the Collateral owned by itCollateral. Each of such Loan Party and its Subsidiaries Borrower has taken all necessary corporate action (including, without limitation, obtaining approval of its stockholders if necessary) to authorize its execution, delivery, delivery and performance of this Agreement and the other Loan Documents to which it is a party. No consent, approval, approval or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Loan Party's or any of its SubsidiaryBorrower's execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, except for the Final Bankruptcy Court Order and those orders already duly obtained. This Agreement and the other Loan Documents to which Borrower is a party have been duly executed and delivered by each of the Loan Parties Borrower and its Subsidiaries party thereto, and, subject to the DIP Orders, constitute the legal, valid and binding obligations obligation of each of the Loan Parties and its Subsidiaries party theretoBorrower, enforceable against each such Loan Party and its Subsidiaries it in accordance with their respective terms without defense, set-off setoff or counterclaim. Such Loan Party's and Subsidiary's The execution, delivery, delivery and performance of this Agreement and the other Loan Documents to which it Borrower is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or, except for Liens created under the Loan Documents, or result in the creation or imposition of any Lien upon the property of such Loan Party or any of its Subsidiaries Borrower by reason of the terms of of, (a) any contract, mortgage, Lien, lease, agreement, indenture, instrument or instrument other document to which such Loan Party or any of its Subsidiaries Borrower is a party or which is binding upon it to which the automatic stay provisions of the Bankruptcy Code do not apply, it; (b) any Requirement of Law applicable to such Loan Party or any of its Subsidiaries (including, without limitation, any court order entered in the Case), Borrower; or (c) the certificate or articles of incorporation or by-laws, amendment, continuation, amalgamation bylaws or other corporate organizational documents documents, or shareholders agreements of such Loan Party or any of its SubsidiariesBorrower.

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. Each Subject to the entry by the Bankruptcy Court of such Loan Party and its Subsidiaries the Final Order, (a) each Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, party and to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral owned by it. Each of such Loan Party and its Subsidiaries (b) each Borrower has taken all necessary corporate action (including, without limitation, obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Loan Party's or any of its Subsidiary's execution, delivery and performance of ; (c) this Agreement and the other Loan Documents to which it is a party, except for the Final Bankruptcy Court Order and those orders already duly obtained. This Agreement and the other Loan Documents party have been duly executed and delivered by each of the Loan Parties Borrower, and its Subsidiaries party thereto, and, subject to the DIP Orders, constitute the legal, valid and binding obligations of each of the Loan Parties and its Subsidiaries party theretosuch Borrower, enforceable against each such Loan Party and its Subsidiaries it in accordance with their respective terms without defenseand the terms of the Final Order, set-off or counterclaim. Such Loan Party's and Subsidiary(d) each Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or, except for Liens created under the Loan Documents, (i) result in the creation or imposition of any Lien upon the property of such Loan Party or any of its Subsidiaries Borrower, by reason of the terms of (a1) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Loan Party or any of its Subsidiaries Borrower is a party or which is binding upon it to which the automatic stay provisions (including any of the Bankruptcy Code do not applyforegoing entered into after the Filing Date), (b2) any Requirement of Law applicable to such Loan Party or any of its Subsidiaries (including, without limitation, any court order entered in the Case)Borrower, or (c3) the certificate or articles of incorporation or by-laws, amendment, continuation, amalgamation laws or other organizational documents the limited liability company or limited partnership agreement of such Loan Party Borrower or (ii) conflict with, or constitute a violation of (1) any contract, mortgage, lease, agreement, indenture, or instrument to which such Borrower is a party or which is binding upon it and that was entered into after the Filing Date, except where such conflict, violation or breach would not reasonably be expected to have a Material Adverse Effect, (2) any Requirement of its SubsidiariesLaw applicable to such Borrower, except where such conflict, violation or breach would not reasonably be expected to have a Material Adverse Effect or (3) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Borrower.

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. Each of such Loan Party and its Subsidiaries The Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a partyDocuments, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral owned by itCollateral. Each of such Loan Party and its Subsidiaries The Borrower has taken all necessary corporate action (including, including without limitation, obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Loan Party's or any of its Subsidiary's execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, except for the Final Bankruptcy Court Order and those orders already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by each of the Loan Parties Borrower, and its Subsidiaries party thereto, and, subject to the DIP Orders, constitute the legal, valid and binding obligations of each of the Loan Parties and its Subsidiaries party theretoBorrower, enforceable against each such Loan Party and its Subsidiaries it in accordance with their respective terms without defenseterms, set-off except as the enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or counterclaimother similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). Such Loan Party's and SubsidiaryThe Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not materially conflict with, or constitute a violation or breach of, or constitute a default under, or, except for Liens created under the Loan Documents, or result in the creation or imposition of any Lien upon the property of such Loan Party the Borrower or any of its Subsidiaries by reason of the terms of (a) any material contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Loan Party or any of its Subsidiaries the Borrower is a party or which is binding upon it (except for Liens created under the Loan Documents and except for any conflicts, violations, breaches, defaults or Liens that could not reasonably be expected to which materially and adversely affect the automatic stay provisions of the Bankruptcy Code do not applyBorrower), (b) any Requirement of Law applicable to such Loan Party the Borrower or any of its Subsidiaries (includingSubsidiaries, without limitation, any court order entered the noncompliance with which could not reasonably be expected to result in the Case), a Material Adverse Effect or (c) the certificate or articles of incorporation or by-laws, amendment, continuation, amalgamation or other organizational documents laws of such Loan Party the Borrower or any of its Subsidiaries.