Common use of Valid and Enforceable Agreements; No Violations Clause in Contracts

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the Supplement, substantially in the form of Exhibit B hereto, will have been duly executed and delivered by the Company and the Guarantors and will govern the terms of the New Notes, and the Indenture will constitute a legal, valid and binding obligation of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the Company or any of the Guarantors, (ii) any agreement or instrument to which the Company or any of the Guarantors is a party or by which the Company or any of the Guarantors or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company or any of the Guarantors.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the Supplement, substantially in the form of Exhibit B hereto, will have been duly executed and delivered by the Company and the Guarantors and will govern the terms of the New Notes, Notes and the Indenture will constitute a legal, valid and binding obligation of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the Company or any of the Guarantors, (ii) any agreement or instrument to which the Company or any of the Guarantors is a party or by which the Company or any of the Guarantors or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company or any of the Guarantors.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the SupplementIndenture, substantially in the form of Exhibit B hereto, will have been duly executed and delivered by the Company and the Guarantors Guarantor and will govern the terms of the New Notes, and, assuming due execution and delivery by the trustee, the Indenture will constitute a legal, valid and binding obligation of the Company and the GuarantorsGuarantor, enforceable against the Company and the Guarantors Guarantor in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the Company or any of the GuarantorsGuarantor, (ii) any agreement or instrument to which the Company or any of the Guarantors Guarantor is a party or by which the Company or any of the Guarantors Guarantor or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company or any of the GuarantorsGuarantor.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and each subsidiary guarantor and constitutes a legal, valid and legally binding obligation of the Companyeach, enforceable against the Company it in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the SupplementIndenture, substantially in the form of Exhibit B D hereto, will have been duly executed and delivered by the Company and the Guarantors and will govern the terms of the New Notes, and the Indenture will constitute a legal, valid and legally binding obligation of the Company and the Guarantorssubsidiary guarantors party thereto, enforceable against the Company and the Guarantors each in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (ia) the chartercertificate of incorporation, bylaws or other organizational documents of the Company or any of the Guarantorsrespective subsidiary guarantors, (iib) any agreement or instrument to which the Company or any of the Guarantors a subsidiary guarantor is a party or by which the Company or Company, any of the Guarantors subsidiary guarantor or any of their respective assets are bound, or (iiic) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company or any subsidiary guarantor, except in the case of clauses (b) or (c), where such violations, conflicts, breaches or defaults would not affect their respective businesses or ability to consummate the Guarantorstransactions contemplated hereby in any material respect.