Upon the entry by the Bankruptcy Court of the Lending Order, the execution, delivery and performance by the Borrower of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a)are within the Borrower’s power; (b)have been duly authorized by all necessary corporate action; (c)do not contravene any provision of the Borrower’s charter or bylaws; (d)do not violate any law or regulation, or any order or decree of any court or Governmental Authority, other than violations by the Borrower which could not reasonably be expected to have a Material Adverse Effect; (e)do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any material lease, material agreement or other material instrument entered into or assumed by the Borrower, which, in the aggregate, could reasonably be expected to have a Material Adverse Effect; (f)do not result in the creation or imposition of any Lien upon any of the property of the Borrower other than those in favor of the Secured Parties, pursuant to the Loan Documents and the Lending Order; and (g)do not require the consent or approval of any Governmental Authority or any other Person, except (i)those referred to in Section 2.01(e) all of which will have been duly obtained, made or complied with on or prior to the Closing Date (such consents and approvals to be in form and substance reasonably satisfactory to the Secured Parties) and (ii) consents, approvals and exemptions that the failure to obtain in the aggregate could not reasonably be expected to result in a Material Adverse Effect. Each of the Loan Documents have been duly executed and delivered by the Borrower and, subject to the entry of the Lending Order, each such Loan Document shall constitute a legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms.