Common use of Due Execution Clause in Contracts

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (ii) violate any applicable law (including, without limitation, the Exchange Act) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower and the Guarantors party thereto. Each of this Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer RestrictionUpon the entry by the Bankruptcy Court of the Approval Order, the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party this Agreement (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, action including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, including the Securities Exchange ActAct of 1934) or regulation (including, without limitation, including Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by conflict with or result in a breach of, or constitute a default under, any material contractual obligation entered into prior to the Filing Date binding on the Borrower or the Guarantors which would not or any of their properties except to the extent that all such violations, conflicts or breaches could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, or (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument contractual obligation entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents ; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (iA) the filing entry of financing statements under the UCCApproval Order and (B) other consents, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documentsauthorizations, (iii) approvals, consents and exemptions that have been obtained on notices, filings or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that registrations the failure to obtain or make which could not, in the aggregate would not aggregate, reasonably be reasonably expected to result in have a Material Adverse Effect and (v) routine reporting obligationsEffect. Each Loan Document to which Upon the Borrower or any Guarantor is a party entry by the Bankruptcy Court of the Approval Order, this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, is a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Approval Order.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, or create an adverse liability or rights under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCCNew York Uniform Commercial Code, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligationsEffect. Each Loan Document to which the Borrower or any Guarantor is a party This Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer RestrictionUpon the entry by the Bankruptcy Court and the Canadian Court, as applicable, of the Orders, the execution, delivery and performance by each of the Borrower and the Guarantors Loan Parties of each of the Loan Documents to which it is a party party, including, without limitation, the grant of the Liens by each of the Loan Parties hereunder and under the Collateral Documents, (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the GuarantorsLoan Parties, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders shareholders, partners or members members, where required, and do not (iA) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) Organizational Documents of any of the Borrower or the GuarantorsLoan Parties, (iiB) violate any applicable law (including, without limitation, the Exchange Act) or regulation (including, without limitation, Regulations T, U or X Requirement of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not Law that could reasonably be expected to have result in a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors Loan Parties or any of their respective properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien under any document described in clause (C) upon any of the property of any of the Borrower or the other Grantors Loan Parties other than the Liens granted pursuant to this Agreement or and the other Loan Documents Collateral Documents; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than the entry of the Interim Order (i) or the Final Order, as applicable). Except for the entry of the Interim Order (or the Final Order, as applicable), no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the perfection of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created or the exercise by the Collateral Agents or the Lenders of their respective rights and remedies under the Loan Documents. Upon the entry by the Bankruptcy Court and the Canadian Court, (iii) approvalsas applicable, consents and exemptions that of the Orders, this Agreement shall have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower Loan Parties. Upon the entry by the Bankruptcy Court and the Guarantors party thereto. Each Canadian Court, as applicable, of the Orders, this Agreement Agreement, and each of the other Loan Documents to which the Borrower Loan Parties are or any of the Guarantors is will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoLoan Party, enforceable against the Borrower and the Guarantors, as the case may be, Loan Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and the Orders subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or any of the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or any of the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any a Guarantor is a party has been duly executed and delivered by each of the Borrower and each of the Guarantors party thereto. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective its corporate or limited liability company powers of each of the Borrower and the Guarantorspowers, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the GuarantorsBorrower, (ii) violate any applicable law (including, without limitation, the Exchange Act) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, Effect or (iii) conflict with or result in a breach of, or constitute a default under, or create an adverse liability or rights under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their its properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Effect; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, effect and (ivii) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligationsEffect. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by the Borrower. This Agreement is, and each of the Borrower and the Guarantors party thereto. Each of this Agreement and the other Loan Documents to which the Borrower is or any of the Guarantors is will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoBorrower, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, when applicable), the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, action including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Orders; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing entry of financing statements under the UCC, (ii) such as may be required in order to perfect and register Orders. Upon the security interests and liens purported to be created entry by the Collateral DocumentsBankruptcy Court of the Interim Order (or the Final Order, (iii) approvalswhen applicable), consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and each of the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or laws, limited liability company agreement or articles of association (or equivalent documentation) of any of the Borrower or the Guarantors, (ii) violate any applicable law (including, without limitation, the Exchange Act) or regulation (including, without limitation, Regulations T, U or X of the Federal Reserve Board), or any material order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors any Guarantor or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the any other Grantors Loan Party other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do does not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iiiii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain have not been modified in a manner that is materially adverse to the Lenders and in full force and effect, (iviii) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (viv) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor a Loan Party is a party has been duly executed and delivered by each of the Borrower and the Guarantors Loan Parties party thereto. Each of this Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, subject to the Legal Reservations, is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than Upon the entry by the Bankruptcy Court of the Fourth Amendment Approval Order, and, in the case of the Borrower's obligations with respect to clause (a)(i) below) for any Transfer Restrictionthe Subsequent Tranche C Loan and the Total Subsequent Tranche C Fees, the Supplemental Approval Order, the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, action including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, including the Securities Exchange ActAct of 1934) or regulation (including, without limitation, including Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by conflict with or result in a breach of, or constitute a default under, any material contractual obligation entered into prior to the Filing Date binding on the Borrower or the Guarantors which would not or any of their properties except to the extent that all such violations, conflicts or breaches could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument contractual obligation entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Approval Order; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (iA) the filing entry of financing statements under the UCCApproval Order and (B) other consents, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documentsauthorizations, (iii) approvals, consents and exemptions that have been obtained on notices, filings or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that registrations the failure to obtain or make which could not, in the aggregate would not aggregate, reasonably be reasonably expected to result in have a Material Adverse Effect and (v) routine reporting obligationsEffect. Each Loan Document to which Upon the Borrower or any Guarantor is a party entry by the Bankruptcy Court of the Approval Order, this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Approval Order.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, when applicable), the execution, delivery and performance by each of the Borrower and the Guarantors other than the Excluded Entities of each of the Loan Documents to which it is a party and based solely on the Interim Order (or the Final Order, when applicable), the execution, delivery and performance by each of the Excluded Entities of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company organizational powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, organizational action including the consent of shareholders or members equity holders where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) other constituent documents of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Orders; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing entry of financing statements under the UCC, (ii) such as may be required in order to perfect and register Orders. Upon the security interests and liens purported to be created entry by the Collateral DocumentsBankruptcy Court of the Interim Order (or the Final Order, (iii) approvalswhen applicable), consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each Subject to the entry of the Interim Order (or Final Order, if applicable), this Agreement is, and each of the other Loan Documents to which the Borrower or any and each of the Guarantors Guarantors, other than the Excluded Entities, is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its termsterms and the Orders. Based solely on the Interim Order (or the Final Order, subject when applicable), this Agreement and each of the other Loan Documents to applicable bankruptcywhich each of the Excluded Entities is or will be a party, insolvencywhen delivered hereunder or thereunder, reorganizationwill be, moratorium or other similar laws affecting creditors’ rights generally a legal, valid and subject to general principles binding obligation of equityeach Excluded Entity and enforceable against each Excluded Entity, regardless of whether considered in a proceeding in equity or at lawaccordance with its terms and the Orders.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, when applicable), the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, action including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Orders; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing entry of financing statements under the UCC, (ii) such as may be required in order to perfect and register Orders. Upon the security interests and liens purported to be created entry by the Collateral DocumentsBankruptcy Court of the Interim Order (or the Final Order, (iii) approvalswhen applicable), consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors Loan Parties of each of the Loan Transaction Documents to which it is a party party: (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantorssuch Loan Party, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, memorandum and articles of association, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantorssuch Loan Party, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors a Loan Party which would not reasonably be expected to have a Material Adverse Effect, Effect or (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors a Loan Party or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents and Effect; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral DocumentsDocuments (including appropriate filings with the U.S. Patent and Trademark Office), (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Transaction Document to which the Borrower or any Guarantor a Loan Party is a party has been duly executed and delivered by each of the Borrower and the Guarantors Loan Parties party thereto. Each of this This Agreement and the other Loan Transaction Documents to which the Borrower or any of the Guarantors Loan Party is a party, is when delivered hereunder or thereunder, will be a legal, valid and binding obligation of the Borrower and each Guarantor party theretosuch Loan Party, enforceable against the Borrower and the Guarantors, as the case may be, such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower Co-Borrowers and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower Co-Borrowers and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower Co-Borrowers or the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower Co-Borrowers or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower Co-Borrowers or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower Co-Borrowers or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the a Co-Borrower or any a Guarantor is a party has been duly executed and delivered by each of the Borrower Co-Borrowers and the Guarantors party thereto. Each of this This Agreement and the other Loan Documents to which the Borrower Co-Borrowers or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower Co-Borrowers and each Guarantor party thereto, enforceable against the Borrower Co-Borrowers and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or any of the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or any of the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Restatement Effective Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any a Guarantor is a party has been duly executed and delivered by each of the Borrower and each of the Guarantors party thereto. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, when applicable), the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, action including the consent of shareholders or members member where required, and do not (iA) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Orders; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing entry of financing statements under the UCC, (ii) such as may be required in order to perfect and register Orders. Upon the security interests and liens purported to be created entry by the Collateral DocumentsBankruptcy Court of the Interim Order (or the Final Order, (iii) approvalswhen applicable), consents and exemptions that this Agreement will have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the a Borrower or any a Guarantor is a party has been duly executed and delivered by each of the Borrower and the Guarantors party thereto. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, when applicable), the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, action including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, including the Securities Exchange ActAct of 1934) or regulation (including, without limitation, including Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by conflict with or result in a breach of, or constitute a default under, any material contractual obligation entered into prior to the Filing Date binding on the Borrower or the Guarantors which would not or any of their properties except to the extent that all such violations, conflicts or breaches could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument contractual obligation entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Orders; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (iA) the filing entry of financing statements under the UCCOrders and (B) other consents, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documentsauthorizations, (iii) approvals, consents and exemptions that have been obtained on notices, filings or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that registrations the failure to obtain or make which could not, in the aggregate would not aggregate, reasonably be reasonably expected to result in have a Material Adverse Effect and Effect. Upon the entry by the Bankruptcy Court of the Interim Order (v) routine reporting obligations. Each Loan Document to which or the Borrower or any Guarantor is a party Final Order, when applicable), this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (ii) violate any applicable law (including, without limitation, the Exchange Act) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, subject to, in the case of the UK Debenture, the UK Collateral Qualifications, other than (i) the filing of financing statements and termination statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any a Guarantor is a party has been duly executed and delivered by each of the Borrower and the Guarantors party thereto. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawlaw and in the case of the UK Debenture, the UK Collateral Qualifications.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (ii) violate any applicable law (including, without limitation, the Exchange Act) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, subject to, in the case of the UK Debenture, the UK Collateral Qualifications, other than (i) the filing of financing statements and termination statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any a Guarantor is a party has been duly executed and delivered by each of the Borrower and the Guarantors party thereto. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawlaw and in the case of the UK Debenture, the UK Collateral Qualifications.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer RestrictionUpon the entry by the Bankruptcy Court of the Approval Order, the execution, delivery and performance by each of the Borrower and the Guarantors Borrowers of each of the Loan Documents to which it is a party party, including, without limitation, the grant and pledge by the Borrowers of the security interests granted by the Security and Pledge Agreement, (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the GuarantorsBorrowers, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders shareholders, partners or members members, where required, and do not (iA) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) Organizational Documents of any of the Borrower or the GuarantorsBorrowers, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material trust, lease, agreement or other instrument (x) that has been entered into after the Filing Date, (y) that is binding on the Borrower or the Guarantors Borrowers or any of their propertiesrespective properties and (z) that requires aggregate payments by the Borrowers thereunder of at least $20,000,000 pursuant to the terms thereof, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Borrowers other than the Liens granted pursuant to this Agreement or the other Loan Documents Agreement; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the entry of the Approval Order. Except for the entry of the Approval Order, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the perfection of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created or the exercise by the Collateral Administrative Agent or the Lenders of their respective rights and remedies under the Loan Documents. Upon the entry by the Bankruptcy Court of the Approval Order, (iii) approvals, consents and exemptions that this Agreement shall have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower Borrowers. Upon the entry by the Bankruptcy Court of the Approval Order, this Agreement, and the Guarantors party thereto. Each each of this Agreement and the other Loan Documents to which the Borrower Borrowers are or any of the Guarantors is will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoBorrower, enforceable against the Borrower and the Guarantors, as the case may be, Borrowers in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Approval Order.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective its corporate or limited liability company powers of each of the Borrower and the Guarantorspowers, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the GuarantorsBorrower, (ii) violate any applicable law (including, without limitation, the Exchange Act) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, Effect or (iii) conflict with or result in a breach of, or constitute a default under, or create an adverse liability or rights under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their its properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Effect; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, and (ivii) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligationsEffect. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by the Borrower. This Agreement is, and each of the Borrower and the Guarantors party thereto. Each of this Agreement and the other Loan Documents to which the Borrower is or any of the Guarantors is will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoBorrower, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or any of the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or any of the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, effect and (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligationsEffect. Each Loan Document to which the Borrower or any a Guarantor is a party has been duly executed and delivered by each of the Borrower and each of the Guarantors party thereto. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower Borrowers and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower Borrowers and each of the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower Borrowers or the Guarantors, (ii) 89 violate any applicable law (including, without limitation, the Exchange Act) or regulation (including, without limitation, Regulations T, U or X of the Federal Reserve Board), or any material order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) except to the extent arising under the documents governing any Pre-Petition Indebtedness, conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the any Borrower or the Guarantors any Guarantor or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the any other Grantors Loan Party other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do does not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iiiii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain have not been modified in a manner that is materially adverse to the Lenders and in full force and effect, (iviii) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect Effect, (iv) payment of the Chilean Stamp Tax, if applicable, and mandatory filings associated with the Chilean Stamp Tax and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor a Loan Party is a party has been duly executed and delivered by each of the Borrower and the Guarantors Loan Parties party thereto. Each of this Agreement and the other Loan Documents to which any of the Borrower Borrowers or any of the Guarantors is a party, party is a legal, valid and binding obligation of the each Borrower and each Guarantor party thereto, enforceable against the Borrower Borrowers and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability #4835-7899-9450v13 #4834-7509-9972 company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or any of the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or any of the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Restatement Effective Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any a Guarantor is a party has been duly executed and delivered by each of the Borrower and each of the Guarantors party thereto. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors Loan Parties of each of the Loan Transaction Documents to which it is a party party: (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantorssuch Loan Party, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, memorandum and articles of association, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantorssuch Loan Party, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors a Loan Party which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors a Loan Party or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors a Loan Party other than the Liens granted pursuant to this Agreement or the other Loan Documents and (other than Permitted Liens); and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (including appropriate filings with the U.S. Patent and Trademark Office), (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Transaction Document to which the Borrower or any Guarantor a Loan Party is a party has been duly executed and delivered by each of the Borrower and the Guarantors Loan Parties party thereto. Each of this This Agreement and the other Loan Transaction Documents to which the Borrower or any of the Guarantors Loan Party is a party, is are each a legal, valid and binding obligation of the Borrower and each Guarantor party theretosuch Loan Party, enforceable against the Borrower and the Guarantors, as the case may be, such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer RestrictionUpon the entry by the Bankruptcy Court of the Approval Order, the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, action including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, including the Securities Exchange ActAct of 1934) or regulation (including, without limitation, including Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by conflict with or result in a breach of, or constitute a default under, any material contractual obligation entered into prior to the Filing Date binding on the Borrower or the Guarantors which would not or any of their properties except to the extent that all such violations, conflicts or breaches could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument contractual obligation entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Approval Order; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (iA) the filing entry of financing statements under the UCCApproval Order and (B) other consents, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documentsauthorizations, (iii) approvals, consents and exemptions that have been obtained on notices, filings or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that registrations the failure to obtain or make which could not, in the aggregate would not aggregate, reasonably be reasonably expected to result in have a Material Adverse Effect and (v) routine reporting obligationsEffect. Each Loan Document to which Upon the Borrower or any Guarantor is a party entry by the Bankruptcy Court of the Approval Order, this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party thereto. Each of this Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.the

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer RestrictionUpon the entry by the Bankruptcy Court of the Approval Order and the Second Amendment Approval Order, the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party this Agreement (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, action including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, including the Securities Exchange ActAct of 1934) or regulation (including, without limitation, including Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by conflict with or result in a breach of, or constitute a default under, any material contractual obligation entered into prior to the Filing Date binding on the Borrower or the Guarantors which would not or any of their properties except to the extent that all such violations, conflicts or breaches could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, or (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument contractual obligation entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents ; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (iA) the filing entry of financing statements under the UCCApproval Order and the Second Amendment Approval Order and (B) other consents, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documentsauthorizations, (iii) approvals, consents and exemptions that have been obtained on notices, filings or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that registrations the failure to obtain or make which could not, in the aggregate would not aggregate, reasonably be reasonably expected to result in have a Material Adverse Effect Effect. Upon the entry by the Bankruptcy Court of the Approval Order and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party Second Amendment Approval Order, this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, is a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Approval Order and the Second Amendment Approval Order.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors Loan Parties of each of the Loan Transaction Documents to which it is a party party: (a) are within the respective corporate corporate, company or limited liability company powers of each of the Borrower and the Guarantorssuch Loan Party, have been duly authorized by all necessary corporate corporate, company or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, memorandum and articles of association, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantorssuch Loan Party, (ii) violate any applicable law (including, without limitation, the Exchange Act) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors a Loan Party which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors a Loan Party or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (iv) result in or require the creation or imposition of any Lien (other than Permitted Liens) upon any of the property of any of the Borrower or the other Grantors Loan Parties other than the Liens granted pursuant to this Agreement or the other Loan Documents and Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral DocumentsDocuments (including appropriate filings with the U.S. Patent and Trademark Office), (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Transaction Document to which the Borrower or any Guarantor a Loan Party is a party has been duly executed and delivered by each of the Borrower and the Guarantors party theretosuch Loan Party. Each of this This Agreement and the other Loan Transaction Documents to which the Borrower or any of the Guarantors Loan Party is a party, is when delivered hereunder or thereunder, will be a legal, valid and binding obligation of the Borrower and each Guarantor party theretosuch Loan Party, enforceable against the Borrower and the Guarantors, as the case may be, such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, or create an adverse liability or rights under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower and the Guarantors party thereto. Each of this Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.New York 52

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent 52 1005968021v14 documentation) of any of the Borrower or any of the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or any of the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Effective Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any a Guarantor is a party has been duly executed and delivered by each of the Borrower and each of the Guarantors party thereto. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer RestrictionUpon the entry by the Bankruptcy Court of the Amendment Order, the execution, delivery and performance by each of the Borrower and the Guarantors Borrowers of each of the Loan Documents to which it is a party party, including, without limitation, the grant and pledge by each of the Borrowers of the security interests granted by the Security and Pledge Agreement, (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, Borrowers have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders shareholders, partners or members members, where required, and do not (iA) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) Organizational Documents of any of the Borrower or the GuarantorsBorrowers, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors Borrowers or any of their respective properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Borrowers other than the Liens granted pursuant to this Agreement or the other Loan Documents Agreement; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the entry of the Amendment Order. Except for the entry of the Amendment Order, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the perfection of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created or the exercise by the Collateral Administrative Agent or the Lenders of their respective rights and remedies under the Loan Documents. Upon the entry by the Bankruptcy Court of the Amendment Order, (iii) approvals, consents and exemptions that this Agreement shall have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower Borrowers. Upon the entry by the Bankruptcy Court of the Amendment Order, this Agreement, and the Guarantors party thereto. Each each of this Agreement and the other Loan Documents to which the Borrower Borrowers are or any of the Guarantors is will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoBorrower, enforceable against the Borrower and the Guarantors, as the case may be, Borrowers in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (ii) violate any applicable law (including, without limitation, the Exchange Act) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, or create an adverse liability or rights under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCCUniform Commercial Code, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, and (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligationsEffect. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower and the Guarantors party thereto. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except Upon the entry by the Bankruptcy Court of ------------- the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, as applicable), the execution, delivery and performance by each of the Borrower Borrowers and the Guarantors of each of the Loan Documents to which it is a party party, including, without limitation, the grant and pledge by the Borrowers of the security interests granted by the Security and Pledge Agreement, (ai) are within the respective corporate or limited liability company powers of each of the Borrower Borrowers and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders shareholders, partners or members members, where required, and do not (iA) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) Organizational Documents of any of the Borrower or the GuarantorsBorrowers, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or Borrowers, the Guarantors or any of their respective properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Borrowers other than the Liens granted pursuant to this Agreement (or the other Loan Documents otherwise contemplated by Section 2.23); and (bii) do not require ------------ the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than the entry of the Interim Order (i) or the Final Order, as applicable). Except for the entry of the Interim Order (or the Final Order, as applicable), no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the perfection of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created or the exercise by the Collateral Administrative Agent or the Lenders of their respective rights and remedies under the Loan Documents. Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order, (iii) approvalsas applicable), consents and exemptions that this Agreement shall have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower Borrowers and the Guarantors party theretoGuarantors. Each Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order, as applicable), this Agreement Agreement, and each of the other Loan Documents to which the Borrower or any of Borrowers and/or the Guarantors is are or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as enforceable against the case may be, Borrowers and the Guarantors in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except Upon entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, when applicable), the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party party, and the commencement of the Cases (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations Regulation G, T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effectgovernmental instrumentality, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Petition Date, any provision of any security issued by the Borrower or any Guarantor after the Petition Date or any material lease, agreement agreement, instrument or other instrument undertaking entered into after the Petition Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Orders; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, (other than (i) the filing entry of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created Orders). Upon entry by the Collateral DocumentsBankruptcy Court of the Interim Order (or the Final Order, (iii) approvalswhen applicable), consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or any of the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or any of the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date or the date of entry into the relevant Loan Document, as applicable, and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any a Guarantor is a party has been duly executed and delivered by each of the Borrower and each of the Guarantors party thereto. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer RestrictionUpon the entry by the Bankruptcy Court of the Interim Approval Order, the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party this Agreement (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, action including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, including the Securities Exchange ActAct of 1934) or regulation (including, without limitation, including Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by conflict with or result in a breach of, or constitute a default under, any material contractual obligation entered into prior to the Filing Date binding on the Borrower or the Guarantors which would not or any of their properties except to the extent that all such violations, conflicts or breaches could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, or (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument contractual obligation entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents ; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (iA) the filing entry of financing statements under the UCCInterim Approval Order and (B) other consents, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documentsauthorizations, (iii) approvals, consents and exemptions that have been obtained on notices, filings or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that registrations the failure to obtain or make which could not, in the aggregate would not aggregate, reasonably be reasonably expected to result in have a Material Adverse Effect and (v) routine reporting obligationsEffect. Each Loan Document to which Upon the Borrower or any Guarantor is a party entry by the Bankruptcy Court of the Interim Approval Order, this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, is a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Interim Approval Order and the Approval Order.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer RestrictionUpon the entry by the Bankruptcy Court of the Amendment Order, the execution, delivery and performance by each of the Borrower and the Guarantors Borrowers of each of the Loan Documents to which it is a party party, including, without limitation, the grant and pledge by the Borrowers of the security interests granted by the Security and Pledge Agreement, (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the GuarantorsBorrowers, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders shareholders, partners or members members, where required, and do not (iA) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) Organizational Documents of any of the Borrower or the GuarantorsBorrowers, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors Borrowers or any of their respective properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Borrowers other than the Liens granted pursuant to this Agreement or the other Loan Documents Agreement; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the entry of the Final Order and the Amendment Order. Except for the entry of the Amendment Order, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the perfection of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created or the exercise by the Collateral Administrative Agent or the Lenders of their respective rights and remedies under the Loan Documents. Upon the entry by the Bankruptcy Court of the Amendment Order, (iii) approvals, consents and exemptions that this Agreement shall have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower Borrowers. Upon the entry by the Bankruptcy Court of the Amendment Order, this Agreement, and the Guarantors party thereto. Each each of this Agreement and the other Loan Documents to which the Borrower Borrowers are or any of the Guarantors is will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoBorrower, enforceable against the Borrower and the Guarantors, as the case may be, Borrowers in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations G, T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effectgovernmental instrumentality, (iiiC) conflict with violate or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust (entered into after the Filing Date in the case of the Borrower, Holdings and FCI and whenever entered into in the case of the Subsidiary Guarantors) or any material lease, agreement or other instrument (entered into after the Filing Date in the case of the Borrower, Holdings and FCI and whenever entered into in the case of the Subsidiary Guarantors) binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower Borrower, Holdings or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Agreement; and (biii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (iin the case of the Borrower, Holdings and FCI) the filing entry of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligationsOrders. Each Loan Document to which the Borrower or any Guarantor is a party This Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject (in the case of the Borrower, FCI and Holdings) to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles the terms of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any a Guarantor is a party has been duly executed and delivered by each of the Borrower and the Guarantors party thereto. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer RestrictionUpon the entry by the Bankruptcy Court of the ------------- Order, the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan LC Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each or, corporate powers, as the case may be of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company actionor corporate, as the case may be, action including the consent of shareholders or members where required, and do does not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Order; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) notice of the filing motion seeking the entry of financing statements under the UCC, (ii) such as may be required in order to perfect and register Order. Upon the security interests and liens purported to be created entry by the Collateral Bankruptcy Court of the Order, this Agreement and the LC Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been whether duly executed and delivered by each of the Borrower and the Guarantors party thereto. Each of this Agreement and to the other Loan Documents Bank prior or subsequent to which the Borrower or any date of the Guarantors is a partyOrder, is shall be a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, and enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Order.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations G, T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effectgovernmental instrumentality, (iiiC) conflict with violate or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust (entered into after the Filing Date in the case of the Borrower and whenever entered into in the case of the Guarantors) or any material lease, agreement or other instrument (entered into after the Filing Date in the case of the Borrower and whenever entered into in the case of the Guarantors) binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Agreement; and (biii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (iin the case of the Borrower) the filing entry of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligationsOrders. Each Loan Document to which the Borrower or any Guarantor is a party This Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject (in the case of the Borrower) to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles the terms of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer RestrictionUpon the entry by the Bankruptcy Court of the Fourth Amendment Approval Order, the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, action including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, including the Securities Exchange ActAct of 1934) or regulation (including, without limitation, including Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by conflict with or result in a breach of, or constitute a default under, any material contractual obligation entered into prior to the Filing Date binding on the Borrower or the Guarantors which would not or any of their properties except to the extent that all such violations, conflicts or breaches could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument contractual obligation entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Approval Order; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (iA) the filing entry of financing statements under the UCCApproval Order and (B) other consents, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documentsauthorizations, (iii) approvals, consents and exemptions that have been obtained on notices, filings or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that registrations the failure to obtain or make which could not, in the aggregate would not aggregate, reasonably be reasonably expected to result in have a Material Adverse Effect and (v) routine reporting obligationsEffect. Each Loan Document to which Upon the Borrower or any Guarantor is a party entry by the Bankruptcy Court of the Approval Order, this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Approval Order.

Due Execution. Except (other than with respect to clause (a)(ia) below) for any Transfer Restriction, the execution, The execution and delivery and performance the making of Borrowings and the granting of Liens by each of the Borrower and the Guarantors of under each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (iA) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or material mortgage, material deed of trust or any trust, material lease, agreement lease or other instrument material agreement binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (iA) the filing of financing statements under the UCCNew York Uniform Commercial Code, (iiB) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Loan Documents, (iiiC) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (ivD) consents, approvals and exemptions that the failure to obtain do so in the aggregate would not be reasonably expected to result in a Material Adverse Effect Effect. (b) The performance by each of the Borrower and (v) routine reporting obligations. Each the Guarantors of each of its obligations under the Loan Document Documents to which it is a party (i) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (A) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (B) violate any Guarantor is applicable law (including, without limitation, the Securities Exchange Act of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, which, in the aggregate, would reasonably be expected to result in a party Material Adverse Effect, (C) conflict with or result in a breach of, constitute a default under, any material indenture material mortgage, material deed of trust, material lease or other material agreement binding on the Borrower or the Guarantors or any of their properties or (D) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the Guarantors other than the Liens granted pursuant to this Agreement, the other Loan Documents or in connection with the Co-Branded Agreement; and (ii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority other than (A) the filing of financing statements under the New York Uniform Commercial Code, (B) the filings and consents contemplated by the Collateral Documents, (C) approvals, consents and exemptions that have been obtained prior to the Closing Date and which remain in full force and effect and (D) consents, approvals and exemptions that the failure to obtain would not be reasonably expected, in the aggregate, to result in a Material Adverse Effect. (c) This Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, or create an adverse liability or rights under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCCUniform Commercial Code, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, and (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligationsEffect. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower and the Guarantors party thereto. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, as applicable), the execution, delivery and performance by each of the Borrower and each of the Guarantors of each of the Loan Documents to which it is a party party, including, without limitation, the grant and pledge by the Borrower of the security interests granted by the Security and Pledge Agreement, (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders shareholders, partners or members members, where required, and do not (iA) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any Organizational Documents of the Borrower or any of the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or Borrower, the Guarantors or any of their respective properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of the Borrower or any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Agreement; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than the entry of the Interim Order (i) or the Final Order, as applicable). Except for the entry of the Interim Order (or the Final Order, as applicable), no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the perfection of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created or the exercise by the Collateral Administrative Agent or the Lenders of their respective rights and remedies under the Loan Documents. Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order, (iii) approvalsas applicable), consents and exemptions that this Agreement shall have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by the Borrower and each of the Borrower Guarantors. Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order, as applicable), this Agreement, and the Guarantors party thereto. Each each of this Agreement and the other Loan Documents to which the Borrower or any of and the Guarantors is are or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, enforceable against the Borrower and the Guarantors, as the case may be, Guarantors in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order or the Amendment Order, as applicable), the execution, delivery and performance by each of the Borrower and the Guarantors Borrowers of each of the Loan Documents to which it is a party party, including, without limitation, the grant and pledge by each of the Borrowers of the security interests granted by the Security and Pledge Agreement, (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, Borrowers have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders shareholders, partners or members members, where required, and do not (iA) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) Organizational Documents of any of the Borrower or the GuarantorsBorrowers, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors Borrowers or any of their respective properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Borrowers other than the Liens granted pursuant to this Agreement or the other Loan Documents Agreement; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than the entry of the Interim Order (ior the Final Order or the Amendment Order, as applicable). Except for the entry of the Interim Order (or the Final Order or the Amendment Order, as applicable) no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the filing perfection of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created or the exercise by the Collateral Administrative Agent or the Lenders of their respective rights and remedies under the Loan Documents. Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order or the Amendment Order, (iii) approvalsas applicable), consents and exemptions that this Agreement shall have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower Borrowers. Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order or the Amendment Order, as applicable), this Agreement, and the Guarantors party thereto. Each each of this Agreement and the other Loan Documents to which the Borrower Borrowers are or any of the Guarantors is will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoBorrower, enforceable against the Borrower and the Guarantors, as the case may be, Borrowers in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except Upon the entry by the Bankruptcy Court of the ------------- Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, when applicable), the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary company or corporate or limited liability company action, (as applicable) action including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or laws, limited liability company agreement (or equivalent documentation) any other organizational document of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Orders; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing entry of financing statements under the UCC, (ii) such as may be required in order to perfect and register Orders. Upon the security interests and liens purported to be created entry by the Collateral DocumentsBankruptcy Court of the Interim Order (or the Final Order, (iii) approvalswhen applicable), consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, when applicable), the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (aincluding, without limitation, the grant and pledge by the Borrower and the Guarantors of the security interests granted pursuant to the Security and Pledge Agreement), (i) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders shareholders, partners or members where required, and do not (iA) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) other organizational documents of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Petition Date or any material lease, agreement or other instrument entered into after the Petition Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents documents or the Orders; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the entry of the Orders. Except for the entry of the Orders, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the perfection of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported granted pursuant to be created the Loan Documents or, subject to Section 7.01 hereof, the exercise by the Collateral Agent or the DIP Lenders of their respective rights and remedies under the Loan Documents. Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order, (iii) approvalswhen applicable), consents and exemptions that this Agreement shall have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order, when applicable), this Agreement Agreement, and each of the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, enforceable against the Borrower and the Guarantors in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or any of the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or any of the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any a Guarantor is a party has been duly executed and delivered by each of the Borrower and each of the Guarantors party thereto. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.. 1006028216v17

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations Regulation G, T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effectgovernmental instrumentality, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or the other Loan Documents or the Orders; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing entry of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligationsOrders. Each Loan Document to which the Borrower or any Guarantor is a party This Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and in accordance with and subject to general principles the terms of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws by‑laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (ii) violate any applicable law (including, without limitation, the Exchange Act) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower and the Guarantors party thereto. Each of this Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective its corporate or limited liability company powers of each of the Borrower and the Guarantorspowers, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the GuarantorsBorrower, (ii) violate any applicable law (including, without limitation, the Exchange Act) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, Effect or (iii) conflict with or result in a breach of, or constitute a default under, or create an adverse liability or rights under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their its properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Effect; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Restatement Effective Date and remain in full force and effect, effect and (ivii) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligationsEffect. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by the Borrower. This Agreement is, and each of the Borrower and the Guarantors party thereto. Each of this Agreement and the other Loan Documents to which the Borrower is or any of the Guarantors is will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoBorrower, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or any of the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or any of the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization 1006536826v43 by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any a Guarantor is a party has been duly executed and delivered by each of the Borrower and each of the Guarantors party thereto. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, or create an adverse liability or rights under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCCUniform Commercial Code, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date Date, and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligationsEffect. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower and the Guarantors party thereto. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, when applicable), the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate corporate, partnership or limited liability company company, as the case may be, powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate corporate, partnership or limited liability company actioncompany, as the case may be, action including the consent of shareholders shareholders, partners or members where required, and do not (iA) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) constituent documents of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Orders; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing entry of financing statements under the UCC, (ii) such as may be required in order to perfect and register Orders. Upon the security interests and liens purported to be created entry by the Collateral DocumentsBankruptcy Court of the Interim Order (or the Final Order, (iii) approvalswhen applicable), consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each Upon entry by the Bankruptcy Court of the Interim Order (or the Final Order, when applicable), this Agreement is, and each of the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than Upon the entry by the Bankruptcy Court of the Fourth Amendment Approval Order, and, in the case of the Borrower’s obligations with respect to clause (a)(i) below) for any Transfer Restrictionthe Subsequent Tranche C Loan and the Total Subsequent Tranche C Fees, the Supplemental Approval Order, the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, action including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, including the Securities Exchange ActAct of 1934) or regulation (including, without limitation, including Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by conflict with or result in a breach of, or constitute a default under, any material contractual obligation entered into prior to the Filing Date binding on the Borrower or the Guarantors which would not or any of their properties except to the extent that all such violations, conflicts or breaches could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument contractual obligation entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Approval Order; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (iA) the filing entry of financing statements under the UCCApproval Order and (B) other consents, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documentsauthorizations, (iii) approvals, consents and exemptions that have been obtained on notices, filings or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that registrations the failure to obtain or make which could not, in the aggregate would not aggregate, reasonably be reasonably expected to result in have a Material Adverse Effect and (v) routine reporting obligationsEffect. Each Loan Document to which Upon the Borrower or any Guarantor is a party entry by the Bankruptcy Court of the Approval Order, this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Approval Order.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without 38 45 limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations G, T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effectgovernmental instrumentality, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material leaselease (other than by virtue of the grant of a security interest in the Borrower's and the Guarantor's leasehold interests in real property pursuant to the Order), agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors, other than the Liens granted pursuant to this Agreement or the other Loan Documents Agreement; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing entry of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligationsOrder. Each Loan Document to which the Borrower or any Guarantor is a party This Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, when applicable), the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, action including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Orders; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing entry of financing statements under the UCC, (ii) such as may be required in order Orders. Prior to perfect and register the security interests and liens purported to be created entry by the Collateral DocumentsBankruptcy Court of the Interim Order (or the Final Order, (iii) approvalswhen applicable), consents and exemptions that this Agreement will have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors Additional Guarantor of each of the Loan Documents to which it is a party party, and the commencement of the Additional Guarantor's Case, (a) are within the respective corporate or limited liability company powers of each power of the Borrower and the GuarantorsAdditional Guarantor, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the GuarantorsAdditional Guarantor, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations Regulation T, U or X of the BoardBoard of Governors), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effectgovernmental instrumentality, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date, any provision of any security issued by the Additional Guarantor after the Filing Date or any material lease, agreement agreement, instrument or other instrument undertaking entered into after the Filing Date binding on the Borrower or the Guarantors Additional Guarantor or any of their its properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Additional Guarantor other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Orders; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, (other than (i) the filing entry of financing statements under the UCC, (ii) such as may be required in order Orders and the "Order Directing Joint Administration of the Cases Pursuant to perfect and register the security interests and liens purported to be created Bankruptcy Rule 1015(b)" entered by the Collateral DocumentsBankruptcy Court on July 21, 1998 (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations"Joint Administration Order")). Each Loan Document to which the Borrower or any Guarantor is a party This Agreement has been duly executed and delivered by the Additional Guarantor. This Agreement is, and each of the Borrower and the Guarantors party thereto. Each of this Agreement and the other Loan Documents to which the Borrower Additional Guarantor is or any of the Guarantors is will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Additional Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, Additional Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally the Orders and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Joint Administration Order.

Due Execution. Except Upon the entry by the Bankruptcy Court of the ------------- Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, as applicable), the execution, delivery and performance by each of the Borrower and the Guarantors Borrowers of each of the Loan Documents to which it is a party party, including, without limitation, the grant and pledge by the Borrowers of the security interests granted by the Security and Pledge Agreement, (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the GuarantorsBorrowers, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders shareholders, partners or members members, where required, and do not (iA) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) Organizational Documents of any of the Borrower or the GuarantorsBorrowers, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors Borrowers or any of their respective properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Borrowers other than the Liens granted pursuant to this Agreement or the other Loan Documents Agreement; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than the entry of the Interim Order (ior the Final Order, as applicable). Except for the entry of the Interim Order (or the Final Order, as applicable) no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the filing perfection of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created or the exercise by the Collateral Administrative Agent or the Lenders of their respective rights and remedies under the Loan Documents. Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order, (iii) approvalsas applicable), consents and exemptions that this Agreement shall have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower Borrowers. Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order, as applicable), this Agreement, and the Guarantors party thereto. Each each of this Agreement and the other Loan Documents to which the Borrower Borrowers are or any of the Guarantors is will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoBorrower, enforceable against the Borrower and the Guarantors, as the case may be, Borrowers in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, when applicable), the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, action including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effectgovernmental instrumentality, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Petition Date or any material lease, agreement or other instrument entered into after the Petition Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents documents or the Orders; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing entry of financing statements under the UCC, (ii) such as may be required in order to perfect and register Orders. Upon the security interests and liens purported to be created entry by the Collateral DocumentsBankruptcy Court of the Interim Order (or the Final Order, (iii) approvalswhen applicable), consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement, is, and each of this Agreement and the other Loan Documents to which the Borrower or any borrower and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the Table of Contents filing of financing statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any a Guarantor is a party has been duly executed and delivered by each of the Borrower and the Guarantors party thereto. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party party, the borrowings hereunder by the Borrower, the execution and delivery of the Notes, the grant of security interests in the Collateral created by the Security Documents and the transactions contemplated to occur under or in connection with this Agreement and/or the other Loan Documents (acollectively, the "Transactions") (i) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations Regulation G, T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effectgovernmental instrumentality, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or trust, any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or and the other Loan Documents Security Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligationsAuthority. Each Loan Document to which the Borrower or any Guarantor is a party This Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors Guarantors, is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower Borrower, and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower Borrower, and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except Upon the entry by the Bankruptcy Court of the ------------- First Day Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Interim Order or the Final Order, when applicable), the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, action including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authoritygovernmental instrumentality, other than violations by the Borrower or the Guarantors violation of which would not could reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, whichin each case which conflict, in the aggregate, would breach or default could reasonably be expected to have a Material Adverse Effect Effect, or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Orders; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing entry of financing statements under the UCC, (ii) such as may be required in order to perfect and register Orders. Upon the security interests and liens purported to be created entry by the Collateral DocumentsBankruptcy Court of the First Day Order (or the Interim Order or the Final Order, (iii) approvalswhen applicable), consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the a Borrower or any a Guarantor is a party has been duly executed and delivered by each of the Borrower and the Guarantors party thereto. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, when applicable), the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, action including the consent of shareholders or members where required, and do not (iA) contravene the charter, by-charter or by- laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Orders; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing entry of financing statements under the UCC, (ii) such as may be required in order to perfect and register Orders. Upon the security interests and liens purported to be created entry by the Collateral DocumentsBankruptcy Court of the Interim Order (or the Final Order, (iii) approvalswhen applicable), consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, or create an adverse liability or rights under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or in connection with the Co-Branded Agreement; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCCNew York Uniform Commercial Code, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approval of the Bankruptcy Court which approval shall have been obtained prior to the Closing Date, (iv) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (ivv) consents, approvals and exemptions that the failure to obtain do so in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligationsEffect. Each Loan Document to which the Borrower or any Guarantor is a party This Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, when applicable), the execution, delivery and performance by each of the Borrower and the Guarantors such Loan Party of each of the Loan Documents to which it is a party (aincluding, without limitation, the use of any proceeds of the Loans by such Loan Party or the grant and pledge by such Loan Party of the security interests granted pursuant to the Amended and Restated Security and Pledge Agreement), (i) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantorssuch Loan Party, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders shareholders, partners or members where required, and do not (iA) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) other organizational documents of any of the Borrower or the GuarantorsLoan Party, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, T or U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Petition Date or any material lease, agreement or other instrument entered into after the Petition Date binding on the Borrower or the Guarantors such Loan Party or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower Loan Parties pursuant to any such lease, agreement or the other Grantors instrument, other than the Liens granted pursuant to this Agreement the Loan Documents or the other Loan Documents Orders; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i1) the filing entry of financing statements under the UCCOrders and (2) with respect to any Collateral consisting of franchise agreements, (ii) such as may be required in order to perfect and register notice of the grant of the security interests and liens purported to Persons or Governmental Authorities required to be created given such notice pursuant to the terms of such franchise agreement. Except for the entry of the Orders, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the perfection of the security interests granted pursuant to the Loan Documents or, the exercise by the Agents, the Fronting Banks or the DIP Lenders of their respective rights and remedies under the Loan Documents, except in the case of a foreclosure by the Collateral DocumentsAgent with respect to certain Collateral relating to franchise or similar agreements with Governmental Authorities, for any required consent, authorization by or approval of or notice to any such Governmental Authority. Upon the entry by the Bankruptcy Court of the Interim Order (iii) approvalsor the Final Order, consents and exemptions that when applicable), this Agreement shall have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower Loan Parties. Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order, when applicable), this Agreement, and the Guarantors party thereto. Each each of this Agreement and the other Loan Documents to which the Borrower such Loan Party is or any of the Guarantors is will be a party, is when delivered hereunder or thereunder, will be a legal, valid and binding obligation of the Borrower and each Guarantor party theretosuch Loan Party, enforceable against the Borrower and the Guarantors, as the case may be, such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, when applicable), the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, action including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authoritygovernmental instrumentality, other than violations by the Borrower or the Guarantors violation of which would not could reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, whichin each case which conflict, in the aggregate, would breach or default could reasonably be expected to have a Material Adverse Effect Effect, or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Orders; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing entry of financing statements under the UCC, (ii) such as may be required in order to perfect and register Orders. Upon the security interests and liens purported to be created entry by the Collateral DocumentsBankruptcy Court of the Interim Order (or the Final Order, (iii) approvalswhen applicable), consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer RestrictionUpon the entry by the Bankruptcy Court of the ------------- Final Order, the execution, delivery and performance by each of the Borrower and the Guarantors Borrowers of each of the Loan Documents to which it is a party party, including, without limitation, the grant and pledge by the Borrowers of the security interests granted by the Security and Pledge Agreement, (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the GuarantorsBorrowers, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders shareholders, partners or members members, where required, and do not (iA) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) Organizational Documents of any of the Borrower or the GuarantorsBorrowers, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors Borrowers or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Borrowers other than the Liens granted pursuant to this Agreement or the other Loan Documents Agreement; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the entry of the Final Order. Except for the entry of the Final Order, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the perfection of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported or, subject to be created Section 7.1 hereof, the exercise by the Collateral Agent or the Lenders of their respective rights and remedies under the Loan Documents. Upon the entry by the Bankruptcy Court of the Final Order, (iii) approvals, consents and exemptions that this Agreement shall have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower Borrowers. Upon the entry by the Bankruptcy Court of the Final Order, this Agreement, and the Guarantors party thereto. Each each of this Agreement and the other Loan Documents to which the Borrower Borrowers are or any of the Guarantors is will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoBorrower, enforceable against the Borrower and the Guarantors, as the case may be, Borrowers in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Final Order.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, when applicable), the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company organizational powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, organizational action including the consent of shareholders or members equity holders where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) other constituent documents of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Orders; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing entry of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligationsOrders. Each Loan Document to which the Borrower or any Guarantor is a party This Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each Subject to entry by the Bankruptcy Court of the Interim Order (or the Final Order, when applicable), this Agreement is, and each of the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, as applicable), the execution, delivery and performance by each of the Borrower Borrowers and the Guarantors Guarantor of each of the Loan Documents to which it is a party party, including, without limitation, the grant and pledge by the Borrowers of the security interests granted by the Security and Pledge Agreement, (ai) are within the respective corporate or limited liability company powers of each of the Borrower Borrowers and the GuarantorsGuarantor, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders shareholders, partners or members members, where required, and do not (iA) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) Organizational Documents of any of the Borrower or the GuarantorsBorrowers, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of 136 trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or Borrowers, the Guarantors Guarantor or any of their respective properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Borrowers other than the Liens granted pursuant to this Agreement or the other Loan Documents Agreement; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than the entry of the Interim Order (i) or the Final Order, as applicable). Except for the entry of the Interim Order (or the Final Order, as applicable), no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the perfection of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created or the exercise by the Collateral Administrative Agent or the Lenders of their respective rights and remedies under the Loan Documents. Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order, (iii) approvalsas applicable), consents and exemptions that this Agreement shall have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower Borrowers and the Guarantors party theretoGuarantor. Each Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order, as applicable), this Agreement Agreement, and each of the other Loan Documents to which the Borrower Borrowers and/or the Guarantor are or any of the Guarantors is will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the each Borrower and each Guarantor party theretothe Guarantor, enforceable against the Borrower Borrowers and the Guarantors, as the case may be, Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and UAL Term Loan Credit Agreement 2020 exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any a Guarantor is a party has been duly executed and delivered by each of the Borrower and the Guarantors party thereto. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order or the Amendment Order, as applicable), the execution, delivery and performance by each of the Borrower and the Guarantors Borrowers of each of the Loan Documents to which it is a party party, including, without limitation, the grant and pledge by each of the Borrowers of the security interests granted by the Security and Pledge Agreement, (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, Borrowers have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders shareholders, partners or members members, where required, and do not (iA) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) Organizational Documents of any of the Borrower or the GuarantorsBorrowers, (iiB) violate any applicable law (including, without 44 limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors Borrowers or any of their respective properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Borrowers other than the Liens granted pursuant to this Agreement or the other Loan Documents Agreement; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than the entry of the Interim Order (ior the Final Order or the Amendment Order, as applicable). Except for the entry of the Interim Order (or the Final Order or the Amendment Order, as applicable) no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the filing perfection of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created or the exercise by the Collateral Administrative Agent or the Lenders of their respective rights and remedies under the Loan Documents. Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order or the Amendment Order, (iii) approvalsas applicable), consents and exemptions that this Agreement shall have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower Borrowers. Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order or the Amendment Order, as applicable), this Agreement, and the Guarantors party thereto. Each each of this Agreement and the other Loan Documents to which the Borrower Borrowers are or any of the Guarantors is will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoBorrower, enforceable against the Borrower and the Guarantors, as the case may be, Borrowers in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party party (a) are within the respective its corporate or limited liability company powers of each of the Borrower and the Guarantorspowers, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not not (i) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, Borrower, (ii) violate any applicable law (including, without limitation, the Exchange Act) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, Effect or (iii) conflict with or result in a breach of, or constitute a default under, or create an adverse liability or rights under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their its properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Effect; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, effect and (ivii) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligationsEffect. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by the Borrower. This Agreement is, and each of the Borrower and the Guarantors party thereto. Each of this Agreement and the other Loan Documents to which the Borrower is or any of the Guarantors is will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoBorrower, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer RestrictionUpon the entry by the Bankruptcy Court of the Approval Order, the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, action including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, including the Securities Exchange ActAct of 1934) or regulation (including, without limitation, including Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by conflict with or result in a breach of, or constitute a default under, any material contractual obligation entered into prior to the Filing Date binding on the Borrower or the Guarantors which would not or any of their properties except to the extent that all such violations, conflicts or breaches could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument contractual obligation entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Approval Order; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (iA) the filing entry of financing statements under the UCCApproval Order and (B) other consents, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documentsauthorizations, (iii) approvals, consents and exemptions that have been obtained on notices, filings or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that registrations the failure to obtain or make which could not, in the aggregate would not aggregate, reasonably be reasonably expected to result in have a Material Adverse Effect and (v) routine reporting obligationsEffect. Each Loan Document to which Upon the Borrower or any Guarantor is a party entry by the Bankruptcy Court of the Approval Order, this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Approval Order.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, when applicable), the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (aincluding, without limitation, the grant and pledge by the Borrower and the Guarantors party thereto of the security interests granted pursuant to the Security and Pledge Agreement), (i) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders shareholders, partners or members where required, and do not (iA) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) other organizational documents of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Petition Date or any material lease, agreement or other instrument entered into after the Petition Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Orders; and (bii) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than the entry of the Orders. Except for the entry of the Orders (i) and in the case of Guarantors that are not subject to the Cases, the filing of appropriate UCC financing statements under statements), no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the UCC, (ii) such as may be required in order to perfect and register perfection of the security interests and liens purported granted pursuant to be created the Loan Documents or, subject to Section 7.01 hereof, the exercise by the Collateral Agent or the DIP Lenders of their respective rights and remedies under the Loan Documents. Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order, (iii) approvalswhen applicable), consents and exemptions that this Agreement shall have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order, when applicable), this Agreement Agreement, and each of the other Loan Documents to which the Borrower or any of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoor such Guarantor, as the case may be, enforceable against the Borrower and the Guarantorsor such Guarantor, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or any of the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or any of the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Second Restatement Effective Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any a Guarantor is a party has been duly executed and delivered by each of the Borrower and each of the Guarantors party thereto. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective its corporate or limited liability company powers of each of the Borrower and the Guarantorspowers, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the GuarantorsBorrower, (ii) violate any applicable law (including, without limitation, the Exchange Act) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, Effect or (iii) conflict with or result in a breach of, or constitute a default under, or create an adverse liability or rights under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their its properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Effect; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, subject to, in the case of the UK Debenture, the UK Collateral Qualifications, and other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, effect and (ivii) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligationsEffect. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by the Borrower. This Agreement is, and each of the Borrower and the Guarantors party thereto. Each of this Agreement and the other Loan Documents to which the Borrower is or any of the Guarantors is will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoBorrower, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to generally, (B) general principles of equity, regardless of whether considered in a proceeding in equity or at lawlaw and (C) in the case of the UK Debenture, the UK Collateral Qualifications.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or any of the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or any of the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, effect and (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligationsEffect. Each Loan Document to which the 92544055_10 Borrower or any a Guarantor is a party has been duly executed and delivered by each of the Borrower and each of the Guarantors party thereto. Each of this This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower Borrower, the Guarantor and the Subsidiary Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower Borrower, the Guarantor and the Subsidiary Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower Borrower, the Guarantor or the Subsidiary Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower Borrower, the Guarantor or the Subsidiary Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower Borrower, the Guarantor or the Subsidiary Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect the filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower Borrower, the Guarantor or any the Subsidiary Guarantor is a party has been duly executed and delivered by each of the Borrower and Borrower, the Guarantors Guarantor and/or the Subsidiary Guarantor party thereto. Each of this This Agreement and the other Loan Documents to which the Borrower Borrower, the Guarantor or any of the Guarantors Subsidiary Guarantor is a party, each is a legal, valid and binding obligation of the Borrower and each Borrower, the Guarantor and/or the Subsidiary Guarantor party thereto, enforceable against the Borrower and Borrower, the GuarantorsGuarantor and/or such Subsidiary Guarantor, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, when applicable), the execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, action including the consent of shareholders or members where required, and do not (iA) contravene the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effectgovernmental instrumentality, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, properties (other than where such breach or default would reasonably be expected to not have a Material Adverse Effect Effect), or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Orders; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than the entry of the Orders. Upon the entry by the Bankruptcy Court of the Interim Order (i) or the filing of financing statements under the UCCFinal Order, when applicable), (iix) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party thereto. Each of Guarantors; and (y) this Agreement is, and each of the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each ------------- of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (ai) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, action including the consent of shareholders or members where required, and do not (iA) contravene 32 the charter, charter or by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations G, T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effectgovernmental instrumentality, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Guarantors other than the Liens granted pursuant to this Agreement or the other Loan Documents Agreement; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing entry of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligationsOrders. Each Loan Document to which the Borrower or any Guarantor is a party This Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoGuarantor, as the case may be, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except (other than with respect to clause (a)(i) below) for any Transfer Restriction, the The execution, delivery and performance by each of the Borrower Borrowers and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower Borrowers and each of the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of the Borrower Borrowers or the Guarantors, (ii) violate any applicable law (including, without limitation, the Exchange Act) or regulation (including, without limitation, Regulations T, U or X of the Federal Reserve Board), or any material order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) except to the extent arising under the documents governing any Pre-Petition Indebtedness, conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the any Borrower or the Guarantors any Guarantor or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (iv) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the any other Grantors Loan Party other than the Liens granted pursuant to this Agreement or the other Loan Documents Documents; and (bc) do does not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) such as may be required in order to perfect filings and register the security interests and liens purported to be created consents contemplated by the Collateral Documents, (iiiii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain have not been modified in a manner that is materially adverse to the Lenders and in full force and effect, (iviii) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect Effect, (iv) payment of the Chilean Stamp Tax, if applicable, and mandatory filings associated with the Chilean Stamp Tax and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor a Loan Party is a party has been duly executed and delivered by each of the Borrower and the Guarantors Loan Parties party thereto. Each of this Agreement and the other Loan Documents to which any of the Borrower Borrowers or any of the Guarantors is a party, party is a legal, valid and binding obligation of the each Borrower and each Guarantor party thereto, enforceable against the Borrower Borrowers and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Due Execution. Except Upon the entry by the Bankruptcy Court of the Interim Order (other than with respect to clause (a)(ior the Final Order, when applicable) below) for any Transfer Restriction, the execution, delivery and performance by each of the Borrower and the U.S. Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company organizational powers of each of the Borrower and the U.S. Guarantors, have been duly authorized by all necessary corporate or limited liability company action, organizational action including the consent of shareholders or members where required, and do not (iA) contravene the charter, by-laws or limited liability company operating agreement (or equivalent documentation) of any of the Borrower or the U.S. Guarantors, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the BoardBoard of Governors of the Federal Reserve System), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effectgovernmental instrumentality, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or the U.S. Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors U.S. Guarantors other than the Liens granted pursuant to this Agreement or Agreement, the other Loan Documents or the Orders; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing entry of financing statements under the UCC, (ii) such as may be required in order to perfect and register Orders. Upon the security interests and liens purported to be created entry by the Collateral DocumentsBankruptcy Court of the Interim Order (or the Final Order, (iii) approvalswhen applicable), consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party this Agreement has been duly executed and delivered by each of the Borrower and the Guarantors party theretoGuarantors. Each This Agreement is, and each of this Agreement and the other Loan Documents to which the Borrower or any and each of the U.S. Guarantors is or will be a party, is when delivered hereunder or thereunder, will be, upon and after the entry of Interim Order, a legal, valid and binding obligation of the Borrower and each Guarantor party theretoU.S. Guarantor, as the case may be, enforceable against the Borrower and the U.S. Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.

Due Execution. Except Upon the entry by the Bankruptcy Court of ------------- the Interim Order (other than with respect to clause (a)(i) below) for any Transfer Restrictionor the Final Order, as applicable), the execution, delivery and performance by each of the Borrower Borrowers and the Guarantors of each of the Loan Documents to which it is a party party, including, without limitation, the grant and pledge by the Borrowers of the security interests granted by the Security Agreement and the Pledge Agreement, (ai) are within the respective corporate or limited liability company powers of each of the Borrower Borrowers and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders shareholders, partners or members members, where required, and do not (iA) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) Organizational Documents of any of the Borrower or the GuarantorsBorrowers, (iiB) violate any applicable law (including, without limitation, the Securities Exchange ActAct of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iiiC) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the Filing Date or any material lease, agreement or other instrument entered into after the Filing Date binding on the Borrower or Borrowers, the Guarantors or any of their respective properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ivD) result in or require the creation or imposition of any Lien upon any of the property of any of the Borrower or the other Grantors Borrowers other than the Liens granted pursuant to this Agreement (or the other Loan Documents otherwise contemplated by Section 2.23); and (bii) do not require the consent, authorization by or ------------ approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than the entry of the Interim Order (i) or the Final Order, as applicable). Except for the entry of the Interim Order (or the Final Order, as applicable), no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the perfection of financing statements under the UCC, (ii) such as may be required in order to perfect and register the security interests and liens purported to be created or the exercise by the Collateral Administrative Agent or the Lenders of their respective rights and remedies under the Loan Documents. Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order, (iii) approvalsas applicable), consents and exemptions that this Agreement shall have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting obligations. Each Loan Document to which the Borrower or any Guarantor is a party has been duly executed and delivered by each of the Borrower Borrowers and the Guarantors party theretoGuarantors. Each Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order, as applicable), this Agreement Agreement, and each of the other Loan Documents to which the Borrower or any of Borrowers and/or the Guarantors is are or will be a party, is when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as enforceable against the case may be, Borrowers and the Guarantors in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally terms and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthe Orders.