Common use of Authorization, Validity, and Enforceability of this Agreement and the Loan Documents Clause in Contracts

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto has the 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 the Agent’s Liens. Each Obligor party thereto has taken all necessary corporate, limited liability company or partnership, as applicable, action (including 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. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Obligor party thereto, and constitute the legal, valid and binding obligations of each such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). Each Obligor’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, and the consummation of the Transactions, do not and will not (x) conflict with, or constitute a violation or breach of, the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which such Obligor or any of its Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to such Obligor or any of its Subsidiaries, or (c) any Charter Documents of such Obligor or any of its Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor or any of its Subsidiaries by reason of any of the foregoing.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto has the 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 the Agent’s Liens. Each Obligor party thereto has taken all necessary corporate, limited liability company or partnership, as applicable, action (including 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. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Obligor party thereto, and constitute the legal, valid and binding obligations of each such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). Each Obligor’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, and the consummation of the Transactions, do not and will not (x) conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which such Obligor or any of its Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to such Obligor or any of its Subsidiaries, or (c) any Charter Documents of such Obligor or any of its Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor or any of its Subsidiaries by reason of any of the foregoing.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto Borrower has the 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 Liens upon and security interests in the Collateral to the Collateral Agent’s Liens. Each Obligor party thereto Borrower has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its stockholders 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. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Obligor party theretoBorrower, and constitute the legal, valid and binding obligations of each such ObligorBorrower, enforceable against it in accordance with their respective terms, subject to the effects of except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, winding upmoratorium, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)of equity. Each ObligorBorrower’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, and the consummation of the Transactions, party do not and will not (x) conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of such Borrower or any of its Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which such Obligor or any of its Subsidiaries Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to such Obligor Borrower or any of its Subsidiaries, or (c) any Charter Documents the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Obligor Borrower or any of its Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor or any of its Subsidiaries by reason of any of the foregoing.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto Credit Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents and Transaction Documents to which it is a party, to incur the its Obligations, and to grant to the Agent’s LiensApplicable Agents’ Liens upon and security interests in the Collateral. Each Obligor party thereto Credit Party has due power and capacity and has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery delivery, and performance of this Agreement and the other Loan Documents and Transaction Documents to which it is a party. This Agreement and the other Loan Documents and EXECUTION COPY Transaction Documents to which it is a party have been duly executed and delivered by each Obligor party theretoCredit Party, and constitute the legal, valid and binding obligations of each such ObligorCredit Party, enforceable against it in accordance with their respective terms, subject to the effects of except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, winding upreceivership, moratorium or other laws affecting the rights and other similar laws relating to or affecting creditors’ rights remedies of creditors generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles. Each ObligorCredit Party’s execution, delivery, and performance of this Agreement and the other Loan Documents and Transaction Documents to which it is a party, and the consummation of the Transactions, party do not and will not (x) conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of any Credit Party or any of their respective Subsidiaries, by reason of the terms of (a) any contract, mortgage, standard security, pledge, assignation in security, hypothec, lease, agreement, indenture, or instrument to which such Obligor any Credit Party or any of its their respective Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to such Obligor any Credit Party or any of its their respective Subsidiaries, or (c) the certificate or articles of incorporation, by-laws, the limited liability company agreement, limited partnership agreement, memorandum and articles of association or related shareholders’ agreement of any Charter Documents of such Obligor Credit Party or any of its Subsidiariestheir respective Subsidiaries except, in each casethe case of clause (a) only, and without any qualification of the representation above as to the imposition of any Lien on any Collateral other than in any respect that would favor of the Applicable Security Agent, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor or any of its Subsidiaries by reason of any of the foregoingEffect.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto Borrower and each of its Subsidiaries has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a partyparty and to grant the Lender's Liens and, with respect to the Borrowers only, to incur the Obligations, and to grant the Agent’s Liens. Each Obligor party thereto Borrower and each Subsidiary has taken all necessary corporate, limited liability company or partnership, as applicable, action (including 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. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Obligor Borrower and each Subsidiary party thereto, and constitute the legal, valid and binding obligations of each Borrower and each such ObligorSubsidiary, enforceable against it in accordance with their its respective terms, subject to the effects of terms except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium reorganization and other similar laws relating to or affecting creditors’ ' rights generally and as limited by general equitable principles (whether considered in a proceeding in equity or at law)of equity. Each Obligor’s Borrowers' and each Subsidiary's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, and the consummation of the Transactions, party do not and will not (x) conflict with, with or constitute a violation or breach of, in each case to the extent not waived in writing, or result in the imposition of any Lien upon the property of the Borrowers or any of their Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which such Obligor any Borrower or any of its Subsidiaries such Subsidiary is a party or which is binding upon it, (b) any Requirement of Law applicable to such Obligor the Borrowers or any of its their Subsidiaries, or (c) any Charter Documents the certificate or articles of such Obligor incorporation or by-laws or the limited liability company or limited partnership agreement of the Borrowers or any of its their Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor or any of its Subsidiaries by reason of any of the foregoing.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto Borrower Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a partyparty and to grant to the Agent Liens upon and security interests in the Collateral with respect to which it has rights, title or ownership and each Borrower has the authority to incur the Obligations, and to grant the Agent’s Liens. Each Obligor party thereto Borrower Party has taken all necessary corporate, limited liability company or partnership, as applicable, action (including 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. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Obligor party theretoBorrower Party, and constitute the legal, valid and binding obligations of each such ObligorBorrower Party, enforceable against it in accordance with their respective terms, subject to the effects of terms except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law). Each ObligorBorrower Party’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, and the consummation of the Transactions, party do not and will not (x) conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than the Liens created by this Agreement and the other Loan Documents) upon the property of the Parent or any of its Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which the Parent or such Obligor or any of its Subsidiaries Subsidiary is a party or which is binding upon it, (b) any Requirement of Law applicable to such Obligor the Parent or any of its Subsidiaries, or (c) any Charter Documents the certificate or articles of incorporation or by-laws or the limited liability company operating agreement or limited partnership agreement of such Obligor or any of its Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor or any of its Subsidiaries by reason of any of the foregoingBorrower Party.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto The Borrower has the 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’s LiensAgent Liens upon and security interests in the Collateral. Each Obligor party thereto The Borrower has taken all necessary corporate, limited liability company or partnership, as applicable, action (including 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. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Obligor party theretothe Borrower, and constitute the legal, valid and binding obligations of each such Obligorthe Borrower, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). Each ObligorThe Borrower’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, and the consummation of the Transactions, party do not and will not (x) conflict with, or constitute a violation or breach ofof (excluding conflicts, violations or breaches of any provision in any contract prohibiting the grant of a lien in specific leased or licensed assets), or result in the imposition of any Lien upon the property of the Borrower or any of its Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which such Obligor or any of its Subsidiaries the Borrower is a party or which is binding upon itit and which involves obligations in excess of $500,000, (b) any Requirement of Law applicable to such Obligor the Borrower or any of its Subsidiaries, or (c) any Charter Documents the certificate or articles of such Obligor incorporation or by-laws or the limited liability company or limited partnership agreement of the Borrower or any of its Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor or any of its Subsidiaries by reason of any of the foregoing.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto Such Loan Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur and/or guaranty, as applicable, the Obligations, and to grant to the Agent’s LiensAgent Liens upon and security interests in the Collateral in which it has an interest. Each Obligor party thereto Such Loan Party has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its stockholders or other equityholders if necessary) to authorize its execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Obligor party theretosuch Loan Party, and constitute the legal, valid and binding obligations of each such ObligorLoan Party, enforceable against it in accordance with their respective terms, terms (except as such enforceability may be subject to the effects of bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, winding uparrangement, moratorium voidable preference, fraudulent conveyance and other similar laws relating to or affecting creditors’ the rights of creditors generally and except as the same may be subject to the effect of general equitable principles (whether considered in a proceeding in equity or at lawof equity). Each Obligor’s Such Loan Party's execution, delivery, delivery and performance of this Agreement and the other Loan Documents to which it is a party, party and the consummation of the Transactions, transactions contemplated hereby and thereby do not and will not (x) conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of such Loan Party or any of its Subsidiaries (other than Liens granted by such Loan Party under any of the Loan Documents), by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, indenture or instrument to which such Obligor Loan Party or any of its Subsidiaries is a party or which is binding upon itit or any of its Subsidiaries, (b) any Requirement of Law applicable to such Obligor Loan Party or any of its Subsidiaries, or (c) any Charter Documents the certificate or articles of incorporation, by-laws or the limited liability company or limited partnership agreement or other organizational documents of such Obligor Loan Party or any of its Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor or any of its Subsidiaries by reason of any of the foregoing.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto The Borrower has the 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’s LiensAgent Liens upon and security interests in the Collateral. Each Obligor party thereto The Borrower has taken all necessary corporate, limited liability company or partnership, as applicable, action (including 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. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Obligor party theretothe Borrower, and constitute the legal, valid and binding obligations of each such Obligorthe Borrower, enforceable against it in accordance with their respective terms, subject to the effects of except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other or similar laws relating to or affecting limiting creditors’ ' rights generally and general or by equitable principles (whether considered in a proceeding in equity or at law)relating to enforceability. Each Obligor’s The Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, and the consummation of the Transactions, party do not and will not (x) conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of the Borrower or any of its Restricted Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which such Obligor the Borrower or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to such Obligor the Borrower or any of its Restricted Subsidiaries, or (c) any Charter Documents the certificate or articles of such Obligor incorporation or by-laws or the limited liability company or limited partnership agreement of the Borrower or any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor or any of its Subsidiaries by reason of any of the foregoing.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto Credit Party has the power and authority to execute, deliver and perform this Agreement and each of the other Loan Documents to which it is a party, to incur the ObligationsObligations hereunder or under the Parent Guaranty, as applicable, and to grant to the Agent’s LiensAgent Liens upon and security interests in the Collateral. Each Obligor party thereto Credit Party has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its stockholders or other equityholders, if necessary) to authorize its execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other The Loan Documents (other than those not required to be in effect on the date of this representation) to which it is a party have been duly executed and delivered by each Obligor party theretoCredit Party, and constitute the legal, valid and binding obligations of each such ObligorCredit Party, enforceable against it in accordance with their respective terms, subject except to the effects of extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, winding up, moratorium and reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally and or by the effect of general equitable principles (whether considered in a proceeding in equity or at law)principles. Each ObligorCredit Party’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, and the consummation of the Transactions, party do not and will not (x) conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of each Credit Party or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which such Obligor or any of its Subsidiaries Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to such Obligor any Credit Party or any of its Subsidiaries, or (c) the certificate or articles of incorporation or bylaws or the limited liability company or limited partnership agreement of any Charter Documents of such Obligor Credit Party or any of its Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor or any of its Subsidiaries by reason of any of the foregoing.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto Borrower has the corporate or other legal 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’s LiensAgent Liens upon and security interests in the Collateral. Each Obligor party thereto Borrower has taken all necessary corporate, limited liability company or partnership, as applicable, action (including 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. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Obligor party theretoBorrower, and constitute the legal, valid and binding obligations of each such ObligorBorrower, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). Each Obligor’s Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, and the consummation of the Transactions, party do not and will not (xi) conflict withresult in the imposition of any Lien (other than the Agent's Liens) upon the property of such Borrower, or constitute a violation or breach of, by reason of the terms of (a1) any contract, mortgage, lease, agreement, indenture, or instrument to which such Obligor or any of its Subsidiaries Borrower is a party or which is binding upon itit (including any of the foregoing entered into after the Petition Date), (b2) any Requirement of Law applicable to such Obligor or any of its SubsidiariesBorrower, or (c3) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Borrower or (ii) conflict with, or constitute a violation of (1) any Charter Documents 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 Petition Date, except where such conflict, violation or breach would not reasonably be expected to have a Material Adverse Effect, (2) any Requirement of Law applicable to such Obligor Borrower, except where such conflict, violation or any of its Subsidiaries, in each case, in any respect that breach would not reasonably be expected to have a Material Adverse Effect or (y3) result in the imposition certificate or articles of any Lien (other than incorporation or by-laws or the Liens created by the Loan Documents) upon the property limited liability company or limited partnership agreement of such Obligor or any of its Subsidiaries by reason of any of the foregoingBorrower.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto 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 the Agent’s LiensSecurity Interest. Each Obligor party thereto The Borrower has taken all necessary corporate, limited liability company or partnership, as applicable, corporate action (including including, without limitation, obtaining approval of its stockholders if necessarystockholders) to authorize its execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it Documents. No consent, approval, or authorization of, or declaration or filing with, any Public Authority, and no consent of any other Person, is a partyrequired in connection with the Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Obligor party thereto, the Borrower and constitute the legal, valid and binding obligations of each such Obligorthe Borrower, enforceable against it in accordance with their respective termsterms without defense, subject to the effects of setoff, or counterclaim, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and reorganization or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally and general equitable by principles (whether considered in a proceeding in equity or at law)of equity. Each Obligor’s The Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, and the consummation of the Transactions, do not and will shall not (x) conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the Property of the Borrower or any of its Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which such Obligor the Borrower or any of its Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to such Obligor the Borrower or any of its Subsidiaries, or (c) any Charter Documents the certificate or articles of such Obligor incorporation or bylaws of the Borrower or any of its Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor or any of its Subsidiaries by reason of any of the foregoing.