The execution and delivery by the Seller of this Agreement and the agreements provided for herein, and the consummation by the Seller of all transactions contemplated hereunder and there under by the Seller, have been duly authorized by all requisite corporate action. This Agreement has been duly executed by the Seller. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Seller is a party constitute the valid and legally binding obligations of the Seller, enforceable against it in accordance with their respective terms. The execution, delivery and performance by the Seller of this Agreement and the agreements provided for herein, and the consummation by the Seller of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, # violate the provisions of any law, rule or regulation applicable to the Seller; # violate the provisions of the Certificate of Incorporation or Bylaws of the Seller; # violate any judgment, decree, order or award of any court, governmental body or arbitrator; or # conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Company pursuant to, any indenture, mortgage, deed of trust, security agreement or other instrument or agreement to which any of the Companies is a party or by which any of the Companies or any of its properties is or may be bound.

The execution and delivery of this Agreement by the SellerBuyer, and the agreements provided for herein, as well as the transactions contemplated herein, have been duly authorized by all requisite corporate action. This Agreement and all such other agreements and written obligations entered into and undertaken in connection with the transactions contemplated hereby constitute the valid and legally binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms. The execution, delivery and performance of this Agreement and the agreements provided for herein, and the consummation by the Seller of all transactions contemplated hereunder and there under by the Seller, have been duly authorized by all requisite corporate action. This Agreement has been duly executed by the Seller. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Seller is a party constitute the valid and legally binding obligations of the Seller, enforceable against it in accordance with their respective terms. The execution, delivery and performance by the Seller of this Agreement and the agreements provided for herein, and the consummation by the SellerBuyer of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, # violate the provisions of any law, rule or regulation applicable to the Seller;Buyer; # violate the provisions of the Buyer’s Certificate of Incorporation or Bylaws of the Seller;Bylaws; # violate any judgment, decree, order or award of any court, governmental body or arbitrator; or # conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the CompanyBuyer pursuant to, any indenture, mortgage, deed of trust, securitytrust or other agreement or other instrument or agreement to which any of the CompaniesBuyer is a party or by which any of the Companies or any of its propertiesBuyer is or may be bound.

The execution and delivery by the Seller of this Agreement and the agreements provided for herein,by Buyer and the consummation by the Seller of all transactions contemplated hereunder and there under by the Seller, have been duly authorized by all requisite corporate action. This Agreement has been duly executed by the Seller. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Seller is a party constitute the valid and legally binding obligations of the Seller, enforceable against it in accordance with their respective terms. The execution, delivery and performance by the Seller of this Agreement and the agreements provided for herein, and the consummation by the Seller of the transactions contemplated hereby by Buyer have been duly authorized. Neither the execution and thereby, will not, with or withoutdelivery of this Agreement nor the giving of notice or the passage of time or both, # violate the provisions of any law, rule or regulation applicable to the Seller; # violate the provisionsconsummation of the Certificate of Incorporationtransactions contemplated hereby will constitute a violation or Bylaws of the Seller; # violate any judgment, decree, order or award of any court, governmental body or arbitrator; or # conflict with or result in the breach or termination ofdefault under any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Company pursuant to, anycontract, commitment, indenture, mortgage, deed of trust, securityother agreement or other instrumentrestriction of any kind or agreementcharacter to which any of the Companiesindividual Buyers is a party or by which any of the Companies or any of its propertiesindividual Buyers is or may be bound.

The execution and delivery by the Seller of this Agreement and the agreements provided for herein, and the consummation by the Seller of all transactions contemplated hereunder and there under by the Seller, have been duly authorized by all requisite corporate action. This Agreement has been duly executed by the Seller. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Seller is a party constitute the valid and legally binding obligations of the Seller, enforceable against it in accordance with their respective terms. The execution, delivery and performance by the Seller of this Agreement and the agreements provided for herein, and the consummation by the Seller of the transactions contemplated herebyTransaction do not and thereby, will not, with or without the giving of notice or the passage of time or both,not: # violate the provisionsany decree or judgment of any law, rulecourt or regulationother governmental authority applicable to the Seller; # violate the provisions of the Certificate of Incorporation or Bylaws ofbinding on the Seller; # violate any judgment, decree, order or awardprovision of any court, governmental bodyfederal or arbitrator;state statute, rule or regulation which is, to the Seller’s knowledge, applicable to the Seller; or # violate any contract to which the Seller or any of its assets or properties are bound, or conflict with or result in the breach or termination of any term or provision of,with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or causegive to others any rights of termination, amendment, acceleration under, or causecancellation of , any agreement, indenture or instrument to which Seller is a party. No consent or approval of, or filing with, any governmental authority or other person not a party hereto is required for the creationexecution, delivery and performance by the Seller of any lien, chargethis Agreement or encumbrance upon the properties or assetsconsummation of the Company pursuant to, any indenture, mortgage, deed of trust, security agreement or other instrument or agreement to which any of the Companies is a party or by which any of the Companies or any of its properties is or may be bound.Transaction.

The execution and delivery by. Neither the Seller of this Agreement and the agreements provided for herein, and the consummation by the Seller of all transactions contemplated hereunder and there under by the Seller, have been duly authorized by all requisite corporate action. This Agreement has been duly executed by the Seller. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Seller is a party constitute the valid and legally binding obligations of the Seller, enforceable against it in accordance with their respective terms. The execution, delivery and performance by the Seller of this Agreement andor the agreements provided for herein, andAncillary Documents nor the consummation by the Seller of the transactions contemplated hereby and thereby,or thereby will not, with or without the giving of notice or the passage of time or both, # violate the provisions of any law, rule or regulation applicable to the Seller; # violate the provisions of the Certificate of Incorporation or Bylaws of the Seller; # violate any judgment, decree, order or award of any court, governmental body or arbitrator; or # conflict withwith, violate or result in any breach of the breachterms, conditions or terminationprovisions of Seller’s articles of incorporation or by-laws, as amended and as currently in place, # conflict with, violate or result in any term or provisionbreach of, or constitute a default under,(or give rise to any right of termination, cancellation or cause any accelerationacceleration) under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Company pursuant to, any indenture, mortgage, deed of trust, security agreement or other instrument or agreement to which any of the Companiesterms, conditions or provisions of any agreement, lease, instrument, obligation, understanding or arrangement to which Seller is a party or by which Seller or any of the CompaniesProperty may be bound or subject, except for such defaults (or rights of termination, cancellation or acceleration), as to which requisite waivers or consents have been obtained or are to be obtained as contemplated herein, # violate any statute, ordinance or law or any rule, regulation, order, judgment, writ, injunction or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to Seller or by which any of its properties is or assets may be bound.bound or subject, or # require any filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any person or entity, including any public, governmental or regulatory body, agency or authority.

The executionexecution, delivery and delivery by the Sellerperformance of this Agreement and the agreements provided for herein, andconsummation of the consummation by the Seller of all transactions contemplated hereunder and there under by the Seller,in this Agreement have been duly authorized by all requisitenecessary corporate action. This Agreement has been duly executed by the Seller. This Agreementaction and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Seller is a party constitute the valid and legally binding obligations of the Seller, enforceable against it in accordance with their respective terms. The execution, delivery and performance by the Seller of this Agreement and the agreements provided for herein, and the consummation by the Seller of the transactions contemplated hereby and thereby, will not,not conflict with or without the giving of noticeconstitute a breach of, or the passage of time or both, # violate the provisions of any law, rule or regulation applicable to the Seller; # violate the provisions of the Certificate of Incorporation or Bylaws of the Seller; # violate any judgment, decree, order or award of any court, governmental body or arbitrator; or # conflict withdefault under, or result in the breachcreation or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creationimposition of any lien, charge or encumbrance upon the propertiesany property or assets of the Company pursuant to, any contract, indenture, mortgage, deed of trust, security agreementloan agreement, note lease or other instrument to which the Company is bound, or agreement to which any property or assets of the Companies is a party or by which any of the Companies or any of its properties is or may be bound.Company are subject.

No Conflicts. The execution and delivery by the Seller of this AgreementAgreement, the other documents and the agreements provided for herein, and the consummation by the Seller of all transactions contemplated hereunder and there under by the Seller, have been duly authorized by all requisite corporate action. This Agreement has been dulyto be executed by the Seller. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactionsSeller as contemplated hereby to which the Seller is a party constitute the valid and legally binding obligations of the Seller, enforceable against it in accordance with their respective terms. The execution, delivery and performance by the Seller of this Agreement and the agreements provided for herein, andhereunder, the consummation by the Seller of the transactions contemplated hereby and thereby, and compliance with the terms and conditions hereof or thereof will not,not # contravene any provision of law to which Seller is subject or any statute, decree, rule, regulation, injunction, judgment, order, decree, ruling, charge, or other restriction binding upon Seller or contravene any order or permit applicable to Seller, # conflict with or result in any breach of any terms, covenants, conditions or provisions of, or constitute a default (with or without the giving of notice or the passage of time or both, # violateboth) under the provisionsArticles of any law, ruleOrganization or regulation applicable to the Seller; # violate the provisionsOperating Agreement of the Certificate of Incorporation or Bylaws of the Seller; # violate any judgment, decree, order or award of any court, governmental body or arbitrator; orSeller, # conflict with orwith, result in thea breach or termination of any term or provision of, or constitute a default under, or cause anyresult in the acceleration under, or cause the creation of any lien, chargeobligation under, create in any party the right to accelerate, terminate, modify or encumbrance upon the propertiescancel, or assets of the Company pursuant to,require any indenture, mortgage, deed of trust, security agreementnotice under, any agreement, contract, lease, license, instrument, or other instrumentarrangement to which Seller is a party, or agreementby which Seller is bound, or to which Seller’s assets are subject, or # result in the attachment, creation or imposition of any Security Interest upon any of the Companies is a partyassets, rights, contracts or by which anyother property of the Companies or any of its properties is or may be bound.Seller.

The execution and delivery by the Seller of this Agreement and the agreements provided for herein, and the consummation by the Seller of all transactions contemplated hereunder and there under by the Seller, have been duly authorized by all requisite corporate action. This Agreement has been duly executed by the Seller. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Seller is a party constitute the valid and legally binding obligations of the Seller, enforceable against it in accordance with their respective terms. The execution, delivery and performance by the Seller of this Agreement andand/or the agreements provided for herein,Transaction Documents by the Buyer and the consummation by the Seller of the transactions contemplated hereby and thereby,or thereby by the Buyer will not, with or without the giving of notice or the passage of time or both,not # violate the provisions of any law, rule or regulation applicable to the Seller; # violate the provisions of the Certificate of Incorporation or Bylaws of the Seller; # violate any judgment, decree, order or award of any court, governmental body or arbitrator; or #violate, conflict withwith, or result in any breach of, any provision of the breachBuyer’s articles of incorporation or termination ofbylaws; # violate, conflict with, result in any term or provisionbreach of, or constitute a default under,(or an event that, with notice or causelapse of time or both, would constitute a default) under any acceleration under,contract or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Company pursuant to, any indenture, mortgage, deed of trust, security agreement or other instrument or agreementjudgment to which any of the CompaniesBuyer is a party or by which it is bound or # violate any applicable law, statute, rule, ordinance or regulation of the Companies or any of its properties is or may be bound.governmental body.

The executionSeller has the requisite corporate power and delivery by the Seller ofauthority necessary to enter into and perform its obligations under this Agreement and the agreements provided for herein, and the consummation by the Seller of all transactions contemplated hereunder and there under by the Seller, have been duly authorized by all requisite corporate action. This Agreement has been duly executed by the Seller. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated herebyTransaction Documents to which the Seller is (or will be) a party constituteand to consummate the validtransactions contemplated hereby and legally binding obligations ofthereby and the Seller, enforceable against it in accordance with their respective terms. The execution, delivery and performance by the Seller of this Agreement and such other Transaction Documents by the agreements provided for herein,Seller and the consummation by the Seller of the transactions contemplated herebyherein and thereby,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 not,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 without the givingsimilar laws now or hereafter in effect relating to creditors’ rights generally or general principles of notice or the passage of time or both, # violate the provisions of any law, rule or regulation applicableequity (other than with respect to the Seller; # violate the provisions of the Certificate of Incorporation or Bylaws of the Seller; # violate any judgment, decree, order or award of any court, governmental body or arbitrator; or # conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Company pursuant to, any indenture, mortgage, deed of trust, security agreement or other instrument or agreement to which any of the Companies is a party or by which any of the Companies or any of its properties is or may be bound.Chapter 11 Case).

The execution, delivery and performance of this Agreement has been duly authorized by the Company. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the SellerCompany of this AgreementAgreement, and the agreements provided for herein,fulfillment of and compliance with the consummationrespective terms hereof by the Seller of all transactions contemplated hereunderCompany, do not and there under by the Seller, have been duly authorized by all requisite corporate action. This Agreement has been duly executed by the Seller. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Seller is a party constitute the valid and legally binding obligations of the Seller, enforceable against it in accordance with their respective terms. The execution, delivery and performance by the Seller of this Agreement and the agreements provided for herein, and the consummation by the Seller of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, # violate the provisions of any law, rule or regulation applicable to the Seller; # violate the provisions of the Certificate of Incorporation or Bylaws of the Seller; # violate any judgment, decree, order or award of any court, governmental body or arbitrator; orshall not # conflict with or result in a breach of the breach or termination of any term or provision of, orterms, # constitute a default under, or cause any acceleration under, or cause# result in the creation of any lien, security interest, charge or encumbrance upon the propertiesCompany’s capital stock or assets pursuant to, # give any third party the right to modify, terminate or accelerate any obligation under, # result in a violation of, or # require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to, the charter or bylaws of the Company pursuant to,Company, or any indenture, mortgage, deed of trust, security agreementlaw, statute, rule or other instrument or agreementregulation to which any of the CompaniesCompany is a party or by which any of the Companiessubject, or any of its propertiesagreement, instrument, order judgement or decree to which the Company is or may be bound.subject.