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. This Agreement and consummation of the Transactions by the Company will not violate, conflict with or result in a breach of or default under (a) the certificate of incorporation, bylaws or other organizational documents of the Company, (b) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position or results of operations of the Company and its subsidiaries, taken as a whole, or affect the Company’s ability to consummate the Transactions in any material respect.

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 Indenture, 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 Agreement, the Indenture and consummation of the Transactions by the Company Exchange will not violate, conflict with or result in a breach of or default under (ai) the certificate of incorporationcharter, bylaws or other organizational documents of the CompanyCompany or any of the Guarantors, (bii) any material agreement or instrument to which the Company or any of the Guarantors is a party or by which the Company or any of its the Guarantors or any of their respective assets are bound, or (ciii) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) Company or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position or results of operations any of the Company and its subsidiaries, taken as a whole, or affect the Company’s ability to consummate the Transactions in any material respectGuarantors.

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 Indenture, in the form of Exhibit B hereto, will have been duly executed and delivered by the Company and will govern the terms of the Convertible Notes, and the Indenture, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute 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. This Agreement Agreement, the Indenture, the issuance of the Purchased Notes, the issuance of any Conversion Shares and consummation of the Transactions by the Company Purchase will not violate, conflict with or result in a breach of or default under (a) the certificate of incorporationcharter, bylaws or other organizational documents of the Company, (b) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or and (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position or results of operations of the Company and its subsidiaries, taken as a wholeMaterial Adverse Effect, or affect the Company’s ability to consummate the Transactions transactions contemplated hereby in any material respect.

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 Indenture will have been duly executed and delivered by the Company and will govern the terms of the Notes, and the Indenture will constitute 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. This Agreement Agreement, the Indenture and consummation of the Transactions by the Company sale of Notes will not violate, conflict with or result in a breach of or default under (ai) the certificate of incorporationcharter, bylaws or other organizational documents of the Company, (bii) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (ciii) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or (c), where for such violations, conflicts, conflicts or breaches or defaults under clauses (ii) and (iii) above that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, prospects, financial position or results of operations of the Company and its subsidiaries, taken as a whole, or affect on its performance of its obligations under this Agreement, the Notes or the Indenture or on the Company’s ability to timely consummate the Transactions in any material respecttransactions contemplated thereby.

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 Indenture, attached hereto as Exhibit B, will have been duly executed and delivered by the Company and will govern the terms of the Convertible Notes, and the Indenture, as duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute 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. This Agreement Agreement, the Indenture, the issuance of the Purchased Notes, the issuance of any Conversion Shares and consummation of the Transactions by the Company Purchase will not violate, conflict with or result in a breach of or default under (a) the certificate of incorporationcharter, bylaws or other organizational documents of the Company, (b) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or and (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position or results of operations of the Company and its subsidiaries, taken as a wholeMaterial Adverse Effect, or affect the Company’s ability to consummate the Transactions transactions contemplated hereby in any material respect.

Valid and Enforceable Agreements; No Violations. This Agreement has and the Security Agreement have been duly executed and delivered by the Company and constitutes a constitute legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, except that as such enforcement may be subject to the Enforceability Exceptions. This Upon execution and delivery, the Indenture, the New Notes, the Warrants, the Board Observer Agreement (as defined below), the Athyrium Voting Agreement (as defined below) and the Registration Rights Agreement (this Agreement, together with the Indenture, the New Notes, the Security Agreement, the Warrants, the Board Observer Agreement, the Athyrium Voting Agreement and the Registration Rights Agreement, collectively, the “Transaction Documents”) will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforcement may be subject to the Enforceability Exceptions. The execution and delivery of the Transaction Documents and consummation of the Transactions by the Company transactions contemplated thereby will not violate, conflict with or result in a breach of or default under (a) the certificate of incorporationcharter, bylaws or other organizational documents of the Company, (b) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position position, business or results of operations of the Company and its subsidiaries, taken as a whole, whole or affect the Company’s ability to consummate the Transactions in any material respect. The Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and legally 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 Indenture, substantially in the form of Exhibit B hereto, will have been duly executed and delivered by the Company and will govern the terms of the New Notes, and, assuming that the Indenture has been duly executed and delivered by the Trustee, the Indenture will constitute a valid and legally 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. This Agreement Agreement, the Indenture and consummation of the Transactions by the Company Exchange will not violate, conflict with or result in a breach of or default under (a) the certificate articles of incorporation, bylaws code of regulations or other organizational documents of the Company, (b) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position or results of operations of the Company and its subsidiaries, taken as a whole, or not adversely affect the Company’s business or its ability to consummate the Transactions transactions contemplated hereby in any material respect.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and legally 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 Note, substantially in the form of Exhibit B hereto, will have been duly executed and delivered by the Company, and the Note will constitute a valid and legally 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. This Agreement Agreement, the Note and the consummation of the Transactions by the Company Purchase will not violate, conflict with or result in a breach of or default under (a) the certificate memorandum and articles of incorporationassociation, charter, bylaws or other organizational documents of the Company, (b) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or and (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position or results of operations of the Company and its subsidiaries, taken as a whole, or not affect the Company’s business or ability to consummate the Transactions transactions contemplated hereby in any material respect.

Valid and Enforceable Agreements; No Violations. This Agreement has and the other Transaction Documents have been duly executed and delivered by the Company and constitutes a constitute (assuming, with respect to this Agreement and the Registration Rights Agreement, due authorization, execution and delivery hereof and thereof by the Holder) legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and the other Transaction Documents, the issuance of the 2018 Exchange Notes, the reservation for issuance and issuance of the shares of Common Stock pursuant to the terms of the 2018 Exchange Notes (the "2018 Exchange Conversion Shares") and the consummation of the Transactions by the Company Exchange will not violate, conflict with or result in a breach of or default under (ai) the certificate of incorporationcharter, bylaws or other organizational documents of the Company, (bii) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (ciii) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (bii) or (c)iii) above only, where such violations, conflicts, breaches or defaults would not, individually or not result in the aggregate, reasonably be expected to have a material adverse effect on the financial position or results of operations of the Company and its subsidiaries, taken Material Adverse Effect (as a whole, or affect the Company’s ability to consummate the Transactions in any material respectdefined below).

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 Indenture, will have been duly executed and delivered by the Company and will govern the terms of the Notes, and the Indenture will constitute 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. This Agreement Agreement, the Indenture and consummation of the Transactions by the Company sale of Notes will not violate, conflict with or result in a breach of or default under (ai) the certificate of incorporationcharter, bylaws or other organizational documents of the Company, (bii) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (ciii) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or (c), where for such violations, conflicts, conflicts or breaches or defaults under clauses (ii) and (iii) above that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position or position, results of operations or prospects of the Company and its subsidiaries, subsidiaries taken as a wholewhole or on its performance of its obligations under this Agreement, the Notes or affect the Company’s ability to consummate Indenture or on the Transactions in any material respectconsummation of the transactions contemplated thereby.

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 Third Supplemental Indenture in the form attached hereto as Exhibit B will have been duly executed and delivered by the Company. The Indenture will govern the terms of the New Notes (including the terms under which the Conversion Shares will be issued), and the Indenture, upon execution of the Third Supplemental Indenture, will constitute 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. This Agreement Agreement, the Indenture and consummation of the Transactions by the Company will not violate, conflict with with, require consent under or result in a breach of or default under (a) the certificate of incorporationcharter, bylaws or other organizational documents of the Company, (b) any material agreement or instrument to which the Company is a party or by which the Company or any of its their respective assets are bound, or (c) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a be adverse in any material adverse effect respect on (i) the financial position or results of operations of the Company and its subsidiaries, taken as a whole, whole or affect (ii) the Company’s ability to consummate the Transactions in any material respect.

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 Indenture, substantially in the form of Exhibit B hereto, will have been duly executed and delivered by the Company and will govern the terms of the Notes, and the Indenture, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute 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. This Agreement Agreement, the Indenture and consummation of the Transactions by the Company Purchase will not violate, conflict with or result in a breach of or default under (a) the certificate of incorporationcharter, bylaws or other organizational documents of the Company, (b) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or and (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position or results of operations of the Company and its subsidiaries, taken as a whole, or affect the Company’s ability to consummate the Transactions transactions contemplated hereby in any material respect.

Valid and Enforceable Agreements; No Violations. This Agreement, the Indenture and the Security Agreement has have 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 their respective terms, except that as such enforcement may be subject to the Enforceability Exceptions. This Agreement Upon execution and delivery, the New Notes, the Registration Rights Agreement, and the Supplemental Indentures (this Agreement, together with the Indenture, the New Notes, the Security Agreement, the Registration Rights Agreement, and the Supplemental Indentures, collectively, the “Transaction Documents”) will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforcement may be subject to the Enforceability Exceptions. The execution and delivery of the Transaction Documents and consummation of the Transactions by the Company transactions contemplated thereby will not violate, conflict with or result in a breach of or default under (a) the certificate of incorporationcharter, bylaws or other organizational documents of the Company, (b) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position position, business or results of operations of the Company and its subsidiaries, taken as a whole, whole or affect the Company’s ability to consummate the Transactions in any material respect.

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 as such enforcement may be subject to the Enforceability Exceptions. This Agreement Upon execution and delivery, the Warrants and the IRA Amendment (as defined below) (this Agreement, together with the Warrants and the IRA Amendment, collectively, the “Transaction Documents”) will constitute a legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforcement may be subject to the Enforceability Exceptions. The execution and delivery of the Transaction Documents and consummation of the Transactions by the Company transactions contemplated thereby will not violate, conflict with or result in a breach of or default under (a) the certificate of incorporationcharter, bylaws or other organizational documents of the Company, (b) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position position, business or results of operations of the Company and its subsidiaries, taken as a whole, whole or affect the Company’s ability to consummate the Transactions in any material respect.

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 as such enforcement may be subject to the Enforceability Exceptions. This Agreement Upon execution and delivery, the Indenture, the New Notes, the Security Agreement, the Registration Rights Agreement, the Board Observer Agreement, the Supplemental Indenture and (if applicable) the Warrants (this Agreement, together with the Indenture, the New Notes, the Security Agreement, the Registration Rights Agreement, the Board Observer Agreement, the Supplemental Indenture and (if applicable), the Warrants, collectively, the “Transaction Documents”) will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforcement may be subject to the Enforceability Exceptions. The execution and delivery of the Transaction Documents and consummation of the Transactions by the Company transactions contemplated thereby will not violate, conflict with or result in a breach of or default under (a) the certificate of incorporationcharter, bylaws or other organizational documents of the Company, (b) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position position, business or results of operations of the Company and its subsidiaries, taken as a whole, whole or affect the Company’s ability to consummate the Transactions in any material respect. The Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended.

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, each of the Base Indenture and the Supplemental Indenture substantially in the form attached hereto as Exhibit B will have been duly executed and delivered by the Company. The Indenture will govern the terms of the New Notes (including the terms under which the Conversion Shares will be issued), and the Indenture, upon execution and delivery of the Base Indenture and the Supplemental Indenture by each of the parties thereto, will constitute 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. This Agreement Agreement, the Indenture and consummation of the Transactions by the Company will not violate, conflict with or result in a breach of or default under (a) the certificate of incorporationcharter, bylaws or other organizational documents of the Company, (b) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a be adverse in any material adverse effect respect on (i) the financial position or results of operations of the Company and its subsidiaries, taken as a whole, whole or affect (ii) the Company’s ability to consummate the Transactions in any material respectTransactions.

Valid and Enforceable Agreements; No Violations. This Agreement, the Indenture and the Security Agreement has have 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 their respective terms, except that as such enforcement may be subject to the Enforceability Exceptions. This Agreement Upon execution and delivery, the New Notes, the Warrant, the Registration Rights Agreement, and the Supplemental Indentures (this Agreement, together with the New Notes, the Warrant, the Registration Rights Agreement, and the Supplemental Indentures, collectively, the “Transaction Documents”) will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforcement may be subject to the Enforceability Exceptions. The execution and delivery of the Transaction Documents and consummation of the Transactions by the Company transactions contemplated thereby will not violate, conflict with or result in a breach of or default under (a) the certificate of incorporationcharter, bylaws or other organizational documents of the Company, (b) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position position, business or results of operations of the Company and its subsidiaries, taken as a whole, whole or affect the Company’s ability to consummate the Transactions in any material respect.

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 as such enforcement may be subject to the Enforceability Exceptions. This Upon execution and delivery, the Indenture, the New Notes, the Security Agreement, the Warrants, the Registration Rights Agreement, the Board Observer Agreement and the Supplemental Indenture (this Agreement, together with the Indenture, the New Notes, the Security Agreement, the Warrants, the Registration Rights Agreement, the Board Observer Agreement and the Supplemental Indenture, collectively, the “Transaction Documents”) will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforcement may be subject to the Enforceability Exceptions. The execution and delivery of the Transaction Documents and consummation of the Transactions by the Company transactions contemplated thereby will not violate, conflict with or result in a breach of or default under (a) the certificate of incorporationcharter, bylaws or other organizational documents of the Company, (b) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position position, business or results of operations of the Company and its subsidiaries, taken as a whole, whole or affect the Company’s ability to consummate the Transactions in any material respect. The Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended.

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 Indenture, substantially in the form of Exhibit B hereto, will have been duly executed and delivered by the Company and the 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 Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement Agreement, the Indenture and consummation of the Transactions by the Company Exchange will not violate, conflict with or result in a breach of or default under (ai) the certificate of incorporationcharter, bylaws or other organizational documents of the CompanyCompany or the Guarantor, (bii) any material agreement or instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor or any of its their respective assets are bound, or (ciii) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in Company or the case of clauses (b) or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position or results of operations of the Company and its subsidiaries, taken as a whole, or affect the Company’s ability to consummate the Transactions in any material respectGuarantor.

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 each, enforceable against it in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the Indenture, substantially in the form of Exhibit D hereto, will have been duly executed and delivered by the Company and will govern the terms of the New Notes, and the Indenture will constitute a valid and legally binding obligation of the CompanyCompany and the subsidiary guarantors party thereto, enforceable against the Company each in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement Agreement, the Indenture and consummation of the Transactions by the Company Exchange will not violate, conflict with or result in a breach of or default under (a) the certificate of incorporation, bylaws or other organizational documents of the CompanyCompany or the respective subsidiary guarantors, (b) any material agreement or instrument to which the Company or a subsidiary guarantor is a party or by which the Company Company, any subsidiary guarantor or any of its their respective assets are bound, or (c) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the CompanyCompany or any subsidiary guarantor, except in the case of clauses (b) or (c), where such violations, conflicts, breaches or defaults would not, individually not affect their respective businesses or in the aggregate, reasonably be expected to have a material adverse effect on the financial position or results of operations of the Company and its subsidiaries, taken as a whole, or affect the Company’s ability to consummate the Transactions transactions contemplated hereby in any material respect.