Assuming that the consents referred to in clauses (a) and (b) of Section 5.5 are obtained, the execution and delivery and performance by such Party of this Agreement, the Approved Plan and each other Restructuring Document to which such Party is a party, the compliance by such Party with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein (a) will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result in the acceleration of, or the creation of any Lien under, any Contract to which such Party is a party or by which such Party is bound or to which any of the properties or assets of such Party are subject, (b) will not result in any violation of the provisions of the certificate of incorporation or bylaws (or comparable constituent documents) of such Party and (c) will not result in any material violation of any Law or Order applicable to such Party or any of its properties, except in each of the cases described in clauses (a) or (c) , for any conflict, breach, violation, default, acceleration or Lien which would not reasonably be expected, individually or in the aggregate, to prohibit, materially delay or materially and adversely impact such Party’s performance of its obligations under this Agreement.