Validity of Agreement; Power. Subject to any necessary authorization from the Bankruptcy Court, # each Seller has full power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, # all Transaction Documents to which any Seller is a party have been duly and validly executed and delivered by each Seller, except such Transaction Documents that are required by the terms hereof to be executed and delivered by Sellers after the Effective Date, in which case such Transaction Documents will be duly executed and delivered by Sellers at or prior to the Closing and # all Transaction Documents constitute, or will constitute, as the case may be, the valid and binding agreements of Sellers, enforceable against Sellers in accordance with their terms. The board of directors (or similar governing body) of each Seller has duly approved the Transaction Documents to which such Seller is a party and has duly authorized the execution and delivery of such Transaction Documents and the consummation of

Validity of Agreement; Power. Subject to any necessary authorization from the Bankruptcy Court, # each Seller has full power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, # all Transaction Documents to which any Seller is a party have been duly and validly executed and delivered by each Seller, except such Transaction Documents that are required by the terms hereof to be executed and delivered by Sellers after the Effective Date, in which case such Transaction Documents will be duly executed and delivered by Sellers at or prior to the Closing and # all Transaction Documents constitute, or will constitute, as the case may be, the valid and binding agreements of Sellers, enforceable against Sellers in accordance with their terms. The board of directors (or similar governing body) of each Seller has duly approved the Transaction Documents to which such Seller is a party and has duly authorized the execution and delivery of such Transaction Documents and the consummation of the transactions contemplated thereby. No other corporate or organizational proceedings on the part of any Seller is necessary to approve or authorize the execution and delivery of the Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated thereby.

Section # Corporate Power and Authority. The Seller has all requisite power and authority to enter into and deliver this Agreement and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement (collectively, the “Transaction Documents”) and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance of this Agreement and the Transaction Documents by the Seller and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Seller and no other action or corporate proceeding on the part of the Seller is necessary to authorize the execution, delivery, and performance by the Seller of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby. This Agreement and each of the Transaction Documents have been duly executed and delivered by the Seller and constitute the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with their respective terms.

The Seller has the requisite corporate power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Seller is (or will be) a party and to consummate the transactions contemplated hereby and thereby and the execution, delivery and performance of this Agreement and such other Transaction Documents by the Seller and the consummation by the Seller of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate action on the part of the Seller. This Agreement has been duly and validly executed and delivered by the Seller and each other Transaction Document required to be executed and delivered by the Seller at the Closing will be duly and validly executed and delivered by the Seller at the Closing. This Agreement and the other Transaction Documents to which the Seller is (or will be) a party constitute the legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity (other than with respect to the Chapter 11 Case).

Authorization. Seller has full legal capacity to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which such Seller is a party and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party have been duly authorized by all necessary action on the part of such Seller. This Agreement has been, and each other Transaction Document to which the Company is a party has been or will be, duly executed and delivered by such Seller. This Agreement constitutes, and each other Transaction Document to which such Seller is a party constitutes or will constitute, when so duly executed and delivered, a valid and binding obligation of such Seller, enforceable in accordance with its terms, in each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority. Seller has all requisite power and authority to execute and deliver this Agreement and the other documents and agreements contemplated hereby and to consummate the transactions contemplated hereby. This Agreement and the other documents and agreements contemplated hereby have been duly and validly executed and delivered by Seller, and this Agreement constitutes the legal, valid and binding agreement of Seller enforceable against Seller in accordance with their respective terms, except as enforcement may be limited by # bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally, and # general principles of equity.

Authority. Seller has all requisite power and authority to execute and deliver this Agreement and the other documents and agreements contemplated hereby and to consummate the transactions contemplated hereby. This Agreement and the other documents and agreements contemplated hereby have been duly and validly executed and delivered by Seller, and this Agreement constitutes the legal, valid and binding agreement of Seller enforceable against Seller in accordance with their respective terms, except as enforcement may be limited by # bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally, and # general principles of equity.