Common use of Due Execution; Binding Obligation Clause in Contracts

Due Execution; Binding Obligation. Upon entry by the Bankruptcy Court of the Interim Order (or the Final Order, when applicable), the execution, delivery and performance by the Borrower of each of the Loan Documents to which it is a party, and the commencement of the Case (i) are within the corporate power of the Borrower, have been duly authorized by all necessary corporate action, including the consent of shareholders where required, and do not (A) contravene the charter or by-laws of the Borrower (B) violate any law (including, without limitation, the Securities Exchange Act of 1934) or regulation (including, without limitation, Regulation T, U or X of the Board of Governors), or any order or decree of any Governmental Authority, in each case, which could reasonably be expected to have a Material Adverse Effect, (C) 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 material provision of any security issued by the Borrower after the Petition Date or any material lease, agreement, instrument or other undertaking entered into after the Petition Date binding on the Borrower or any of its Properties, or (D) result in or require the creation or imposition of any Lien upon any of the Property of the Borrower other than the Liens granted pursuant to this Agreement, the other Loan Documents or the Orders; 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 the entry of the Orders). Upon entry by the Bankruptcy Court of the Interim Order (or the Final Order, when applicable), this Agreement has been duly executed and delivered by the Borrower. This Agreement is, and each of the other Loan Documents to which the Borrower is or will be a party, when delivered hereunder or thereunder, will be, a legal, valid and binding obligation of the Borrower enforceable against such Borrower in accordance with its terms and the Orders, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

Due Execution; Binding Obligation. Upon entry by the Bankruptcy Court of the Interim Order (or the Final Order, when as applicable), the execution, delivery and performance by the Borrower Loan Parties of each of the Loan Documents to which it is a party, and the commencement of the Case Cases (i) are within the respective corporate power or limited liability company powers of each Loan Party, as the Borrowercase may be, have been duly authorized by all necessary corporate or limited liability company action, as the case may be, including the consent of shareholders or member(s) where required, and do not (A) contravene the charter or charter, by-laws or other organizational documents of the Borrower any Loan Party, (B) violate any applicable law (including, including without limitation, the Securities Exchange Act of 1934) or regulation (including, including without limitation, Regulation T, U or X of the Board of Governors), or any order or decree of any Governmental AuthorityAuthority binding on any such Loan Party, in each case, which could reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into on or after the Petition Date, any material provision of any security issued by the Borrower any Loan Party on or after the Petition Date or any material lease, agreement, instrument or other undertaking entered into on or after the Petition Date binding on the Borrower any Loan Party or any of its Propertiestheir properties, or (D) result in or require the creation or imposition of any Lien upon any of the Property property of the Borrower any Loan Party other than the Liens permitted or granted pursuant to this Agreement, the other Loan Documents or the Orders; 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 the entry of the OrdersOrders and the filing by Holdings of a Report on Form 8-K). Upon entry by the Bankruptcy Court of the Interim Order (or the Final Order, when as applicable), this Agreement has been duly executed and delivered by the Borrowereach Loan Party. This Agreement is, and each of the other Loan Documents to which the Borrower each Loan Party is or will be a party, when delivered hereunder or thereunder, and upon entry and subject to the terms of the Interim Order (or the Final Order, as applicable), will be, a legal, valid and binding obligation of the Borrower each Loan Party enforceable against such Borrower each Loan Party in accordance with its terms and the OrdersInterim Order (or the Final Order, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at lawas applicable).

Due Execution; Binding Obligation. Upon entry by the Bankruptcy Court of the Interim Order (or the Final Order, when as applicable), the execution, delivery and performance by the Borrower Loan Parties of each of the Loan Documents to which it is a party, and the commencement of the Case Cases (i) are within the respective corporate power or limited liability company powers of each Loan Party, as the Borrowercase may be, have been duly authorized by all necessary corporate or limited liability company action, as the case may be, including the consent of shareholders or member(s) where required, and do not (A) contravene the charter or charter, by-laws or other organizational documents of the Borrower any Loan Party, (B) violate any applicable law (including, including without limitation, the Securities Exchange Act of 1934) or regulation (including, including without limitation, Regulation T, U or X of the Board of Governors), or any order or decree of any Governmental AuthorityAuthority binding on any such Loan Party, in each case, which could reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in a breach of, or constitute a default under, any material Contractual Obligation of any Loan Party entered into on or after the Petition Date, including any material indenture, mortgage or deed of trust entered into on or after the Petition Date, any material provision of any security issued by the Borrower any Loan Party on or after the Petition Date or any material lease, agreement, instrument or other undertaking entered into on or after the Petition Date binding on the Borrower any Loan Party or any of its Propertiestheir properties, or (D) result in or require the creation or imposition of any Lien upon any of the Property property of the Borrower any Loan Party other than the Liens permitted or granted pursuant to this Agreement, the other Loan Documents or the Orders; 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 the entry of the Orders). Upon entry by the Bankruptcy Court of the Interim Order (or the Final Order, when as applicable), this Agreement has been duly executed and delivered by the Borrowereach Loan Party. This Agreement is, and each of the other Loan Documents to which the Borrower each Loan Party is or will be a party, when delivered hereunder or thereunder, and upon entry and subject to the terms of the Interim Order (or the Final Order, as applicable), will be, a legal, valid and binding obligation of the Borrower each Loan Party enforceable against such Borrower each Loan Party in accordance with its terms and the OrdersInterim Order (or the Final Order, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at lawas applicable).