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

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by such Holder and constitutes a legal, valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms, except as such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). The execution and delivery of this Agreement and the consummation of the Transactions will not violate, conflict with or result in a breach of or default under (i) such Holder’s organizational documents, (ii) any agreement or instrument to which such Holder is a party or by which such Holder or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to such Holder, except in the case of clauses (ii) or (iii), where such violations, conflicts, breaches or defaults would not affect such ▇▇▇▇▇▇’s ability to consummate the Transactions in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by such Holder the Purchaser and constitutes a legal, valid and binding obligation of such Holderthe Purchaser, enforceable against such Holder the Purchaser in accordance with its terms, except as that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). The execution and delivery of this This Agreement and the consummation of the Transactions Purchase will not violate, conflict with or result in a breach of or default under (i) such Holderthe Purchaser’s organizational documents, (ii) any agreement or instrument to which such Holder the Purchaser is a party or by which such Holder the Purchaser or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to such Holderthe Purchaser, except solely in the case of clauses (ii) or and (iii)) above, where for such violations, conflicts, breaches or defaults that would not not, individually or in the aggregate, reasonably be expected to materially adversely affect such ▇▇▇▇▇▇the Purchaser’s ability to consummate the Transactions in any material respecttransactions contemplated hereby.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by such each Holder and constitutes a legal, valid and legally binding obligation of such each Holder, enforceable against such each Holder in accordance with its terms, except as that such enforcement may be subject to (ai) bankruptcy, insolvency, fraudulent transfer, reorganization, liquidation, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or generally and (bii) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). The execution and delivery of this This Agreement and the consummation of the Transactions will not violate, conflict with or result in a breach of or default under (iA) such any Holder’s organizational documents, (iiB) any agreement or instrument to which such any Holder is a party or by which such any Holder or any of its their respective assets are bound, or (iiiC) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to such any Holder, except in the case of clauses (iiB) or and (iiiC), where such violations, conflicts, breaches or defaults would not affect such ▇▇▇▇▇▇any Holder’s ability to consummate the Transactions transactions contemplated hereby in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by such Holder the Undersigned and constitutes a legal, valid and binding obligation of such Holderthe Undersigned, enforceable against such Holder the Undersigned in accordance with its terms, except as that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). The execution and delivery of this This Agreement and the consummation of the Transactions Purchase will not violate, conflict with or result in a breach of or default under (i) such Holderthe Undersigned’s organizational documents, (ii) any agreement or instrument to which such Holder the Undersigned is a party or by which such Holder the Undersigned or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to such Holderthe Undersigned, except solely in the case of clauses (ii) or and (iii)) above, where for such violations, conflicts, breaches or defaults that would not not, individually or in the aggregate, reasonably be expected to materially adversely affect such ▇▇▇▇▇▇the Undersigned’s ability to consummate the Transactions in any material respecttransactions contemplated hereby.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by such the Holder and constitutes a legal, valid and legally binding obligation of such the Holder, enforceable against such the Holder in accordance with its terms, except as that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). The execution and delivery of this This Agreement and the consummation of the Transactions Exchange will not violate, conflict with or result in a breach of or default under (i) such the Holder’s organizational documents, (ii) any material agreement or instrument to which such the Holder is a party or by which such the Holder or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to such the Holder, except in the case of clauses (ii) or (iii), ) where such violations, conflicts, breaches or defaults conflicts would not affect such ▇▇▇▇▇▇in any material respect the Holder’s ability to consummate the Transactions in any material respectExchange.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by such Holder and constitutes a legal, valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms, except as that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). The execution and delivery of this This Agreement and the consummation by such Holder of the Transactions will not violate, conflict with or result in a breach of or default under (i) such Holder’s organizational documentsdocuments (or any similar documents governing such Holder), (ii) any agreement or instrument to which such Holder is a party or by which such Holder or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to such Holder, except in the case of clauses clause (ii) or (iii), where such violations, conflicts, breaches or defaults would not adversely affect such ▇▇▇▇▇▇Holder’s ability to consummate the Transactions in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by such the Holder and constitutes a legal, valid and legally binding obligation of such the Holder, enforceable against such the Holder in accordance with its terms, except as that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). The execution and delivery of this This Agreement and the consummation of the Transactions Purchase will not violate, conflict with or result in a breach of or default under (i) such the Holder’s organizational documents, (ii) any agreement or instrument to which such the Holder is a party or by which such the Holder or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to such the Holder, except in the case of clauses (ii) or and (iii), where such violations, conflicts, breaches or defaults would not affect such ▇▇▇▇▇▇the Holder’s ability to consummate the Transactions transactions contemplated hereby in any material respect.

Valid and Enforceable Agreement; No Violations. This Letter Agreement has been duly executed and delivered by or on behalf of such Holder and constitutes a legal, valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms, except as that such enforcement may be subject to (ai) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or and (bii) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). The execution and delivery of this This Letter Agreement and the consummation by such Holder of the Transactions will not violate, conflict with or result in a breach of or default under (i) such Holder’s organizational documents, documents (ii) any agreement or instrument to which such Holder is a party or by which such Holder or any of its assets are boundsimilar documents governing such Holder), or (iiiii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to such Holder, except in the case of clauses clause (ii) or (iii), where such violations, conflicts, breaches or defaults would not adversely affect such ▇▇▇▇▇▇Holder’s ability to consummate the Transactions in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly authorized, executed and delivered by such the Holder and constitutes a legal, valid and binding obligation of such the Holder, enforceable against such the Holder in accordance with its terms, except as that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). The execution and delivery of this This Agreement and the consummation of the Transactions Exchange will not violate, conflict with or result in a breach of or default under (i) such the Holder’s organizational documents, (ii) any agreement or instrument to which such the Holder is a party or by which such the Holder or any of its assets are bound, bound or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to such the Holder, except in the case of for such violations, conflicts or breaches under clauses (ii) or and (iii)) above that would not, where such violationsindividually or in the aggregate, conflictshave a material adverse effect on the financial position, breaches results of operations or defaults would not prospects of the Holder or adversely and materially affect such ▇▇▇▇▇▇’s ability to consummate its performance of the Transactions in any material respectobligations under this Agreement or on the consummation of the transactions contemplated hereby.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by such the Holder and constitutes a legal, valid and binding obligation of such the Holder, enforceable against such the Holder in accordance with its terms, except as that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). The execution and delivery of this This Agreement and consummation by the consummation Holder of the Transactions will not violate, conflict with or result in a breach of or default under (i) such the Holder’s organizational documentsdocuments (or any similar documents governing the Holder), (ii) any agreement or instrument to which such Holder is a party or by which such Holder or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to such the Holder, except in the case of clauses clause (ii) or (iii), where such violations, conflicts, breaches or defaults would not adversely affect such ▇▇▇▇▇▇the Holder’s ability to consummate the Transactions in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by such Holder the Holders and constitutes a legal, valid and legally binding obligation of such Holderthe Holders, enforceable against such Holder the Holders in accordance with its terms, except as that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). The execution and delivery of this This Agreement and the consummation of the Transactions Exchanges will not violate, conflict with or result in a breach of or default under (i) such Holder’s the Holders’ organizational documents, (ii) any material agreement or instrument to which such any Holder is a party or by which such any Holder or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to such any Holder, except in the case of clauses (ii) or (iii), ) where such violations, conflicts, breaches or defaults conflicts would not affect such ▇▇▇▇▇▇in any material respect any Holder’s ability to consummate the Transactions in any material respectExchanges.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly authorized, executed and delivered by such Holder the Lender and constitutes a legal, valid and binding obligation of such Holderthe Lender, enforceable against such Holder the Lender in accordance with its terms, except as that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). The execution and delivery of this This Agreement and the consummation of the Transactions Conversion will not violate, conflict with or result in a breach of or default under (i) such Holderthe Lender’s organizational documents, (ii) any agreement or instrument to which such Holder the Lender is a party or by which such Holder the Lender or any of its assets are bound, bound or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to such Holderthe Lender, except in the case of for such violations, conflicts or breaches under clauses (ii) or and (iii)) above that would not, where such violationsindividually or in the aggregate, conflictshave a material adverse effect on the financial position, breaches results of operations or defaults would not affect such ▇▇▇▇▇▇’s ability to consummate prospects of the Transactions in any material respectLender or on their performance of the obligations under this Agreement or on the consummation of the transactions contemplated hereby.