Validity. This Settlement Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding agreement, enforceable against it in accordance with its terms.

Validity. Except as expressly provided in this Settlement Agreement and subject to the Bankruptcy Code, Bankruptcy Court approval, and/or regulatory approvals associated with the Plan and Restructuring Transactions and any Alternative Restructuring, as applicable, this Settlement Agreement has been duly executed and delivered by the Debtors and constitutes the legal, valid and binding agreement of the Debtors, enforceable against the Debtors in accordance with its terms.

Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

This Agreement and each of the Transaction Agreements constitute the legal, valid and binding obligation of each person or entity who is a party thereto (other than Cosmos), enforceable against each such person or entity in accordance with its terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally. Each [[Organization B:Organization]] shareholder has all requisite legal capacity to execute and deliver this Agreement and the Transaction Agreements to which he or she is a party, and to perform its, his or her obligations hereunder and thereunder. The execution and delivery by each of [[Organization B:Organization]] and each of the ​ of this Agreement and the Transaction Agreements (to the extent either is a party thereto), and the consummation of the transactions contemplated herein and therein (the “Transactions”) have been authorized by all necessary corporate or other action on the part of [[Organization B:Organization]] and each of the ​. This Agreement and the Transaction Agreements have been duly executed and delivered by the parties thereto (other than Cosmos).

Authorization and Validity

Authorization; Enforcement; Validity.

Authorization. Each of the Parties hereby represents and warrants that it has the power and authority to execute, deliver and perform this Services Agreement, that this Services Agreement has been duly authorized by all necessary corporate action on the part of such Party, that this Services Agreement constitutes a legal, valid and binding obligation of each such Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equity principles.

Authorization. The Parties represent and warrant that they have read and understand the contents of this Agreement, they have had an opportunity to consult with counsel before signing this Agreement, and they have executed this Agreement knowingly and voluntarily. The individuals executing this Agreement represent and warrant that they are authorized to execute this Agreement on behalf of their respective Party and this Agreement will be binding on each such Party. This Agreement may be executed on behalf of any Party by the Party’s counsel with the same force and effect as if the Party had personally executed the Agreement.

Authorization. The execution, delivery and performance of this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby # are within the organizational authority of each of the Borrowers, # have been duly authorized by all necessary organizational proceedings on the part of each of the Borrowers, # do not materially conflict with or result in any material breach or contravention of any provision of Law, statute, rule or regulation to which any of the Borrowers is subject or any judgment, order, writ, injunction, license or permit applicable to any of the Borrowers, and # do not conflict with any provision of the corporate charter, bylaws or constitutional documents of any of the Borrowers or any material agreement or other material instrument binding upon any of the Borrowers.

Authorization. Borrower shall execute and deliver reasonably satisfactory evidence to [[Wells Fargo:Organization]] that all Additional Loan Documents executed by such party have been validly and duly executed, that the execution and delivery of such documents is properly authorized, and that such Additional Loan Documents are enforceable against such parties in accordance with their respective terms.