Common use of Authorization, Validity, and Enforceability of this Agreement and the Loan Documents; No Conflicts Clause in Contracts

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents; No Conflicts. Subject to entry of the Financing Order with respect to each Debtor, each Obligor 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 the Liens upon the Collateral. Subject to entry of the Financing Order with respect to each Debtor, each Obligor has taken all necessary action (including, without limitation, obtaining approval of its stockholders, general partners, limited partners, members, or other applicable equity owners, 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 have been duly executed and delivered by each Obligor and, subject to entry of the Financing Order with respect to each Debtor, constitute the legal, valid, and binding obligations of each Obligor, enforceable against it in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally, and the Cases in particular. Each Obligor’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not 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 any Obligor by reason of the terms of (a) any post-petition contract, agreement, indenture, or instrument to which such Obligor is a party or which is binding upon it, in each case which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (b) any Legal Requirement applicable to such Obligor which could reasonably be expected to have a Material Adverse Effect, or (c) the certificate of limited partnership, agreement of limited partnership, certificate of incorporation, bylaws, or other organizational or constituent documents, as the case may be, of the Borrowers.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents; No Conflicts. Subject to entry of the Financing Order with respect to each DebtorBorrowing Orders, each Obligor 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 ObligationsObligations (as applicable), and to grant to the Agent the Liens upon and security interests in the Collateral. Subject to entry of the Financing Order with respect to each DebtorBorrowing Orders, each Obligor Borrower has taken all necessary action (including, without limitation, obtaining approval of its stockholders, general partners, limited partners, members, or other applicable equity owners, 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 have been duly executed and delivered by each Obligor Borrower, and, subject to entry of the Financing Order with respect to each DebtorBorrowing Orders, constitute the legal, valid, and binding obligations of each ObligorBorrower, enforceable against it in accordance with their respective termsterms without defense, set-off, or counterclaim (except as enforceability may be to the extent, if any, limited by bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, or other similar laws affecting relating to the enforcement rights of creditors’ rights generally, creditors generally and the Cases in particulargeneral principals of equity). Each ObligorBorrower’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 result in the creation or imposition of any Lien upon the property of any Obligor Borrower by reason of the terms of (a) any post-petition contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Obligor Borrower is a party or which is binding upon it, in each case which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (b) any Legal Requirement of Law applicable to such Obligor which could reasonably be expected to have a Material Adverse EffectBorrower, or (c) the certificate of limited partnership, agreement of limited partnership, certificate of incorporation, bylaws, or other organizational or constituent documents, as the case may be, of the Borrowerssuch Borrower.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents; No Conflicts. Subject to entry of the Financing Order DIP Orders with respect to each DebtorObligor, each Obligor 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 the Liens upon the Collateral. Subject to entry of the Financing Order DIP Orders with respect to each DebtorObligor, each Obligor has taken all necessary action (including, without limitation, including obtaining approval of its stockholders, general partnersBorrowers, limited partners, members, or other applicable equity owners, 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 have been duly executed and delivered by each Obligor and, subject to entry of the Financing Order DIP Orders with respect to each DebtorObligor, constitute the legal, valid, and binding obligations of each Obligor, enforceable against it in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally, and the Cases in particular. Each To the Knowledge of each Obligor, each Obligor’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party party, including the creation and perfection of any security interest in any Collateral, do not 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 any Obligor (other than the DIP Liens) by reason of the terms of (a) any post-petition contract, agreement, indenture, or instrument to which such Obligor is a party or which is binding upon it, in each case which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (b) any Legal Requirement applicable to such Obligor which could reasonably be expected to have a Material Adverse Effect, or (c) the certificate of limited partnership, agreement of limited partnership, certificate of incorporation, bylaws, or other organizational or constituent documents, as the case may be, of the BorrowersBorrower.