Common use of Corporate Power and Authority Clause in Contracts

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").

Corporate Power and Authority. The Each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").

Corporate Power and Authority. The Each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended AgreementAMENDED AGREEMENT").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended AgreementAMENDED AGREEMENT").

Corporate Power and Authority. The Borrower has all requisite ----------------------------- corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "“Amended Agreement"”).

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement Agreement, as amended by this Amendment (the "Amended Agreement").

Corporate Power and Authority. The Borrower has all requisite ----------------------------- corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement"). The Certificate of Incorporation and Bylaws of the Borrower have not been amended since the copies previously delivered to the Lenders.

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (and the "Amended Agreement").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (and the "Amended Agreement")other Loan Documents.

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended AgreementAMENDED AGREEMENT").

Corporate Power and Authority. The Each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "“Amended Agreement"”).

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").

Corporate Power and Authority. The Company and each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").

Corporate Power and Authority. The Each Borrower has all requisite corporate power and authority to enter into this Amendment Agreement and to carry out the transactions contemplated by, and perform its obligations under, the Credit Loan Agreement as amended by this Amendment Agreement (as so amended, the "“Amended Agreement"”).

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement"). The Certificate of Incorporation and Bylaws of the Borrower have not been amended since the copies previously delivered to the Lenders.

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "“Amended Agreement"”).

Corporate Power and Authority. The Borrower has all requisite corporate power full right and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "“Amended Agreement"”).

Corporate Power and Authority. The Each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated byAmendment, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended AgreementAMENDED AGREEMENT").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, under the Credit Agreement Agreement, as amended by this Amendment hereby (the "Amended Agreement").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "“Amended Agreement")”) and the other Credit Documents.

Corporate Power and Authority. The Borrower has Borrowers have all requisite corporate power and authority to enter into this Amendment and any other agreements, guaranties or other operative documents to be delivered pursuant to this Amendment, to carry out the transactions contemplated by, and perform its their obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").. Each of the Borrowers, Pledgors and Guarantors is in good standing in the respective states of their organization on the Amendment Effective Date;

Corporate Power and Authority. The Company and each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "“Amended Agreement"”).

Corporate Power and Authority. The Borrower has all requisite ----------------------------- corporate power and authority to (i) enter into this Amendment Amendment, and to (ii) carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and any other agreements, guaranties or other operative documents to be delivered by Borrower pursuant to the Amendment, to issue the Additional Notes and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, by the Amended Credit Agreement as amended by this Amendment (the "Amended Agreement").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement"). The Certificate of Incorporation and Bylaws of the Borrower have not been amended since the copies previously delivered to the Lender.

Corporate Power and Authority. The Company and each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended AgreementAMENDED AGREEMENT").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement"). The Articles of Incorporation and Bylaws of the Borrower have not been amended since the copies previously delivered to the Lender.

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement"). Each such Subsidiary has all requisite corporate power and authority to enter into this Amendment and to be bound hereby.

Corporate Power and Authority. The Each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, under the Credit Agreement as amended by this Amendment (the "“Amended Agreement"”).

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement"). The Articles of Incorporation and Bylaws of the Borrower have not been amended since the copies previously delivered to the Lenders.

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").

Corporate Power and Authority. The Each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated byAmendment, and perform its obligations under, the Credit Agreement as amended by the First Amendment and this Amendment (the "Amended AgreementAMENDED AGREEMENT").

Corporate Power and Authority. The Borrower Each Obligor has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Loan Agreement as amended by this Amendment (the "“Amended Agreement"”).

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, this Amendment and under the Credit Security Agreement as amended by this Amendment (the "“Amended Agreement"”).

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement"). The Certificate of Incorporation and Bylaws of the Borrower have not been amended since the copies previously delivered to the Agent or Banks.

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Term Loan Agreement as amended by this Amendment (the "Amended Agreement")) and to issue the New Notes.

Corporate Power and Authority. The Borrower has Borrowers have all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its their obligations under, the Credit Agreement as amended by this Amendment (the "Amended AgreementAMENDED AGREEMENT").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Bridge Loan Agreement as amended by this Amendment (the "Amended Agreement").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions transac­tions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (and the "Amended Agreement")other Loan Documents.

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and the Revolving Loan Notes, and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended AgreementAMENDED AGREEMENT")) and the other Loan Documents.

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the 5 transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended AgreementAMENDED AGREEMENT").

Corporate Power and Authority. The Holdings and each Borrower has have all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated byAmendment, and perform its their respective obligations under, the Credit Agreement as amended by this Amendment (the "Amended AgreementAMENDED AGREEMENT").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated byhereby, and perform its obligations under, the under The Credit Agreement as amended by this Amendment (the "Amended Agreement").

Corporate Power and Authority. The Borrower Each of the Borrowers has all requisite corporate power and authority to enter into this Amendment and the Loan Agreement as amended hereby and to carry out the transactions contemplated by, and perform its obligations under, the Credit Loan Agreement as amended by this Amendment (the "Amended Loan Agreement").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended AgreementAMENDED AGREEMENT")) and the other Loan Documents.

Corporate Power and Authority. The Borrower has all requisite ----------------------------- corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Existing Agreement as amended by this Amendment (the "Amended Agreement").

Corporate Power and Authority. The Each of Holdings and Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement")) and the other Loan Documents.

Corporate Power and Authority. The Such Borrower has all requisite corporate or limited liability company power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, this Amendment, the Revolving Credit Agreement (as amended by this Amendment Amendment, the “Amended Revolving Credit Agreement”) and the Fee Letter (as amended by this Amendment, the "“Amended Agreement"Fee Letter”).

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations underunder the Existing Credit Agreement, the Credit Agreement as amended by this Amendment (the "“Amended Credit Agreement"”).

Corporate Power and Authority. The Each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated byAmendment, and perform its obligations under, the Credit Agreement as amended by the First Amendment, the Second Amendment, the Third Amendment and this Amendment (the "Amended AgreementAMENDED AGREEMENT").

Corporate Power and Authority. The Such Borrower has all requisite corporate power and authority to enter into execute and deliver this Amendment and to carry out the transactions contemplated by, and perform its obligations under, Obligations under the Credit Agreement as amended by this Amendment (the "Amended Agreement").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority and all requisite governmental licenses, authorizations, consents and approvals to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "“Amended Agreement"”).

Corporate Power and Authority. The Each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement Agreement, as amended by this Amendment (the "Amended AgreementAMENDED AGREEMENT").

Corporate Power and Authority. The Borrower has all requisite corporate or other organizational power and authority to enter into this Amendment and the Borrower has all requisite corporate or other organizational power and authority to carry out the transactions contemplated by, and perform its obligations under, the Amended Credit Agreement as amended by this Amendment (the "Amended Agreement").

Corporate Power and Authority. The Holdings and each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended AgreementAMENDED AGREEMENT").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement")Amendment.

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement")) and to issue the New Term A Loan Notes.

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into conduct its business, to own and lease its properties and to execute and deliver this Amendment and to carry out the transactions contemplated by, and perform all of its obligations under, under the Credit Agreement as amended by this Amendment (the "“Amended Agreement"”).

Corporate Power and Authority. The Such Borrower has all requisite corporate or limited liability company power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, this Amendment and the Revolving Credit Agreement (as amended by this Amendment (Amendment, the "“Amended Revolving Credit Agreement"”), including the borrowing of the Last Out Loans.

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment Amendment, to issue the Additional Revolving Notes and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended AgreementAMENDED AGREEMENT")) and the Additional Revolving Notes.

Corporate Power and Authority. The Holdings and each Borrower has have all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated byAmendment, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended AgreementAMENDED AGREEMENT").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Amended Credit Agreement as amended by this Amendment (and the "Amended Agreement")Notes.

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "“Amended Agreement")”) and the other Loan Documents.

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Term Loan Agreement as amended by this Amendment (the "Amended AgreementAMENDED AGREEMENT").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and the Pledge Amendment, to issue the Amended and Restated Notes and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement") and the Pledge Agreement as amended by the Pledge Amendment (the "Amended Pledge Agreement").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and the Warrant and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this his Amendment (the "Amended Agreement").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (and the "Amended Agreement").other Loan Documents. CH\2021558.12

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated byhereby, and perform its obligations under, under the Credit Agreement as amended by this Amendment (the "Amended Agreement").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "“Amended Agreement")”) and the other Credit Documents.

Corporate Power and Authority. The Each Borrower has all requisite ----------------------------- corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and the Collateral Documents and to carry out the transactions contemplated by, and perform its obligations under, this Amendment, the Credit Amended Agreement as amended by this Amendment (and the "Amended Agreement")Collateral Documents.

Corporate Power and Authority. The Each of Borrower and Distribution has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated byhereby, and perform its obligations underunder the Loan Agreement, the Credit Agreement as amended by this Amendment (the "Amended Agreement")hereby.

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Fifth Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Fifth Amendment (the "Amended Agreement").

Corporate Power and Authority. The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").. B.

Corporate Power and Authority. The Each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Loan Agreement as amended by this Amendment (the "“Amended Agreement"”).