Common use of Corporate Power; Authorization; Enforceable Obligations Clause in Contracts

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party The Borrower has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, and to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, and (ii) the filings referred to in Section 3.19 and (iii) consents, authorizations, filings or notices and filings which the failure to make or obtain which, if not obtained, could not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been, and each other Loan Document has been upon execution will be, duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party theretothe Borrower, enforceable against each such Loan Party the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the corporate or business trust other power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party The Borrower has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, and to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.45.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) effect and except to the filings referred extent failure to in Section 3.19 and (iii) obtain any consents, authorizations, filings, and notices and filings which could not, in the failure to make or obtain could not aggregate, reasonably be expected to have a Material Adverse Effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower is a party upon execution will constitute, a legal, valid and binding obligation of each Loan Party party theretothe Borrower, enforceable against each such Loan Party the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement Agreement, any Notes and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsL/C Requests. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each Borrower, with the other Loan DocumentsExtensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to the Closing Date, (iib) filings to perfect the filings referred to in Section 3.19 Liens created by the Security Documents, and (iiic) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsany Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of the other Loan DocumentsBorrower, with the Extensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.44.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to or on the Restatement Effective Date, (iib) filings to perfect the Liens created by the Security Documents, (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (iiid) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by the Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of the Borrower and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement Agreement, the Notes and to grant the security interests and Liens as provided in the Loan Documents, and, in the case Letter of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsCredit Requests. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each Borrower, with the other Loan DocumentsExtensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to or on the Closing Date, (iib) filings to perfect the Liens created by the Security Documents, (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Parent Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (iiid) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate corporate, company or business trust partnership power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action corporate, company or partnership or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) such consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices as shall have been obtained or made and are in full force and effect, (ii) routine filings to be made after the Restatement Effective Date in the ordinary course of business (e.g., good standing filings), (iii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect3.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party theretothereto and (iv) in the case of a UK Relevant Entity, any registrations that may be required under Section 860 Companies Act 2006 (which registrations shall be carried out by the Administrative Agent or its counsel). This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to consummate borrow hereunder in accordance with the Transactions terms and to borrow and obtain other extensions of credit hereunderconditions hereof. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.04, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 4.18 and filings required under the Exchange Act in respect of the transactions contemplated hereby and (iii) consents, authorizations, filings and notices and filings which the failure of which to make or obtain could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constituteconstitute (in each case, assuming due execution by the parties other than the Loan Parties party thereto), a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and (ii) the effect of foreign laws, rules and regulations as they relate to pledges of Capital Stock in Foreign Subsidiaries.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party party, to consummate the Transactions (to the extent applicable) and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person (each, a “Filing”) is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices Filings described in Schedule 3.44.4, which consents, authorizations, filings and notices Filings have been obtained or made and are in full force and effect, (ii) the filings Filings referred to in Section 3.19 4.19 and any other Filing contemplated by this Agreement or any other Loan Document and (iii) consents, notices and filings which any antitrust Filings required to be made to foreclose on the failure to make or obtain could not reasonably be expected to have a Material Adverse EffectCollateral. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each of the BorrowerBorrowers, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each of the BorrowerBorrowers, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement Agreement, any Notes and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsL/C Requests. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each of the other Loan DocumentsBorrowers, with the Extensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to the Closing Date, (iib) filings to perfect the Liens created by the Security Documents, (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Parent Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (iiid) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by the Parent Borrower and each of the Borrowers, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each of the Borrowers and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents and Notes to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsany Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of the other Loan DocumentsBorrower, with the Extensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.44.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to or on the Closing Date, (iib) filings to perfect the Liens created by the Security Documents, (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (iiid) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by the Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of the Borrower and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions or have Letters of credit Credit issued hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens Agreement. Except as provided in the Loan Documentswould not have a Material Adverse Effect, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect or the failure to obtain which would not reasonably be expected to have a Material Adverse Effect and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.17. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and the implied covenants of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate (or business trust equivalent) power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and to consummate the Transactions and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action (or other organizational equivalent) action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and the consummation of the Transactions and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by any Loan Party in connection with the consummation of the Transactions, Transactions and the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.46.4 and Schedule 6.19(b), which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 Schedule 6.19(a)-1 and Schedule 6.19(a)-3 or (iii) those approvals, consents, exemptions, authorizations or other actions, notices and filings which or filings, the failure of which to obtain or make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by a Loan Party in connection with the consummation of the Transactions, the borrowings continuing operations of Holdings, the Borrower and other the Restricted Subsidiaries and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (ia) consents, authorizations, filings and notices described in Schedule 3.4notices, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (iib) the filings referred to in Section 3.19 5.19 and (iiic) those consents, notices authorizations, filings and filings which notices, the failure of which to make or obtain could would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and Agreement. Except as would not reasonably be expected to grant the security interests and Liens as provided in the Loan Documentshave a Material Adverse Effect, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4notices, which consents, authorizations, filings and notices have been obtained or, within any period set forth in the relevant Security Document, will be obtained or made and are or will be in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which effect or the failure to make or obtain could which would not reasonably be expected to have a Material Adverse Effect, (ii) filings to perfect the Liens created by the Security Documents, (iii) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Parent and its Subsidiaries the obligor in respect of which is the United States of America or any department, agency or instrumentality thereof, and (iv) the filings referred to in Section 5.17. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and the implied covenants of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Seller has the corporate or business trust power and authority, and the legal right, to makeexecute and deliver, deliver and to perform its obligations under, this Agreement, each Assignment, each FAA Assignment and each Foreign Assignment and to sell or substitute the Loan Documents to which it is a party and, in the case of the BorrowerReceivables hereunder, to consummate grant and assign the Transactions Liens as contemplated herein and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the executionsales, delivery purchases and performance substitutions and the granting and assigning of the Loan Documents to which it is a party and, Liens in the case of the Borrower, to authorize the borrowings and other extensions of credit connection therewith on the terms and conditions of this Agreement and to grant authorize the security interests execution, delivery and Liens as provided in the Loan Documents, and, in the case performance of this Agreement and each Subsidiary Guarantor, other Purchase Document to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentswhich it is a party. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactionssales, purchases and substitutions to be made hereunder, the borrowings granting and other extensions assignment of credit hereunder Liens in connection therewith or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsPurchase Document to which it is a party. This Agreement has been, except (i) consentsand each Assignment, authorizationsFAA Assignment and Foreign Assignment will be, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party theretothe Seller. This Agreement constitutes, and each other Loan Document upon execution Assignment, FAA Assignment and Foreign Assignment when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, the Seller enforceable against each such Loan Party the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the (a) The execution, delivery and performance by Borrower of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, andand the creation of all Liens provided for in this Agreement and the other Loan Documents: (i) are and will continue to be within Borrower’s power; (ii) have been and will continue to be duly authorized by all necessary or proper action of Borrower; (iii) are not and will not be in contravention of any provision of Borrower’s articles or certificate of incorporation, charter, by-laws, operating agreement or other organizational documents; (iv) do not and will not violate any Applicable Law (including the Investment Company Act), or any order or decree of any court or Governmental Authority; (v) do not and will not conflict with or result in the case breach or termination of, constitute a default under or accelerate any performance required by, any Loan Paper or Note Receivable or any other indenture, mortgage, deed of each Subsidiary Guarantortrust, lease, agreement or other instrument to guarantee which Borrower or any of its Subsidiaries is a party or by which Borrower or any of its Subsidiaries or any of their respective property is bound; (vi) do not and will not result in the Obligations creation or imposition of any Lien (other than Liens arising under this Agreement or the other Loan Documents in favor of Agent) upon any of the Borrower on Collateral; and (vii) do not and will not require the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, approval of any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsPerson, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings those specifically referred to in Section 3.19 and the Schedule of Documents (iii) consentsall of which will have been duly obtained, notices and filings which made or complied with on or before the failure to make or obtain could not reasonably be expected to have a Material Adverse EffectClosing Date). Each Loan Document has been duly executed and delivered for the benefit of or on behalf of each Loan Party party thereto. This Agreement constitutesBorrower, and each other such Loan Document upon execution shall then be and will constitute, continue to be a legal, valid and binding obligation of each Loan Party party theretoBorrower, enforceable against each such Loan Party it in accordance with its terms, except subject, as enforceability may be limited by applicable bankruptcyto enforceability, insolvency, reorganization, moratorium or similar to Debtor Relief Laws and other laws affecting the enforcement of creditors’ rights generally generally, and by to general equitable principles (whether enforcement is sought by proceedings in equity or at law)of equity.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the corporate or business trust other power and authority, and the legal right, to make, deliver and perform the Loan Credit Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party The Borrower has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party and, in the case of the Borrower, and to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Credit Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.43.03, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) effect and except to the filings referred extent failure to in Section 3.19 and (iii) obtain any consents, authorizations, filings, and notices and filings which could not, in the failure to make or obtain could not aggregate, reasonably be expected to have a Material Adverse Effect. Each Loan Credit Document to which the Borrower is a party has been duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutes, and each other Loan Credit Document to which the Borrower is a party upon execution will constitute, a legal, valid and binding obligation of each Loan Party party theretothe Borrower, enforceable against each such Loan Party the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party and each Foreign Borrower has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party and each Foreign Borrower has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, Documents except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party and each Foreign Borrower that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party and each Foreign Borrower that is a party thereto, enforceable against each such Loan Party and each Foreign Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow hereunder and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person (including, without limitation, Board of Directors, stockholder, warrant holder or NASDAQ consents, waivers and approvals) is required in connection with the consummation of the TransactionsRecapitalization, the borrowings and other extensions hereunder or the issuance of credit Notes hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsDocuments to which the Borrower is a party, except (i) consents, authorizations, filings and notices described in on Schedule 3.4. This Agreement has been, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each each other Loan Document has been to which it is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutes, and each other Loan Document upon execution to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, the Borrower enforceable against each such Loan Party the Borrower in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. Each of the Security Documents creates and grants to the Agent, for its own benefit and for the benefit of the Lenders, a legal, valid and duly perfected Lien in the Collateral identified therein prior and superior in right to all other Persons, except as of the date hereof and as of the Closing Date Liens permitted pursuant to subsection 6.3(f) and the Liens permitted under subsection 6.3 that have priority over the Agent's Lien by operation of law, and thereafter, Liens permitted pursuant to subsection 6.3(f), subsection 6.3(g), subsection 6.3(h) and subsection 6.3(l), and the Liens permitted under subsection 6.3 that have priority over the Agent's Lien by operation of law. Such Collateral is not subject to any other Liens whatsoever, except Liens permitted by Section 6.3 hereof.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower and each Subsidiary has the corporate or business trust power and authority, and the legal right, to make, deliver and perform this Agreement, the Notes, each Application and the other Loan Documents to which it is a party and, in the case of the Borrowerparty, to consummate the Transactions borrow hereunder and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action grant the Liens pursuant to authorize the execution, delivery and performance of the Loan Security Documents to which it is a party and, in the case of the Borrower, and has taken all necessary corporate action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to the Notes, the grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on Liens pursuant to the terms Security Documents to which it is a party and conditions the execution, delivery and performance of this Agreement, the applicable Notes, each Application and each other Loan Documents and Document to grant the security interests and Liens as provided in the Loan Documentswhich it is a party. No consent or authorization of, filing with, notice to with or other act action by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation borrowings hereunder, the grant of the Transactions, Liens pursuant to the borrowings and other extensions of credit hereunder Security Documents or with the execution, delivery, performance, validity or enforceability of this Agreement Agreement, the Notes, each Application or any of the other Loan Documents, except (i) consents, authorizations, filings Document. This Agreement and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred each other Loan Document to in Section 3.19 and (iii) consents, notices and filings which the failure to make Borrower or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document Subsidiary is a party (except the Notes) has been been, and each Note will be, duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutes, and each other Loan Document upon execution to which the Borrower or a Subsidiary is a party (except the Notes) constitutes, and each Note when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party theretothe Borrower or such Subsidiary, as the case may be, enforceable against each such Loan Party Borrower or such Subsidiary in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate obtain the Transactions and to borrow and obtain other extensions of credit Loan hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents and the Acquisition Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit Loan on the terms and conditions of this Agreement and to grant authorize the security interests transactions and Liens as provided in payments contemplated for the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAcquisition. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of Acquisition or the Transactions, the borrowings and other extensions of credit hereunder Loan or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.04, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.18. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authorityExcept as set forth on Schedule 3.3, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and all other instruments and documents to be delivered by such Loan Party hereunder and thereunder to the extent it is a party thereto and the creation of all Liens provided for herein and therein: (a) are within such Loan Party’s power; (b) have been duly authorized by all necessary corporate or limited liability company and, if any, shareholder action; (c) are not in contravention of any provision of such Loan Party’s charter, bylaws or operating agreement, as applicable; (d) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality; (e) will not conflict with or result in the case breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, material agreement or other material instrument to which any Loan Party is a party or by which any Loan Party or any of its property is bound; (f) will not result in the creation or imposition of any Lien upon any of the Borrowerproperty of any Loan Party other than those in favor of Agent or Lenders, all pursuant to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in ; and (g) do not require the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, approval of any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsPerson, except (i) consentsthose referred to in Section 2.1(c), authorizations, filings and notices described in Schedule 3.4, all of which consents, authorizations, filings and notices will have been obtained duly obtained, made or made complied with prior to the Closing Date and which are in full force and effect. At or prior to the Closing Date, (ii) each of the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to Loan Documents shall have a Material Adverse Effect. Each Loan Document has been duly executed and delivered for the benefit of or on behalf of each Loan Party which is a party thereto. This Agreement constitutes, thereto and each other Loan Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each such Loan Party to the extent it is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general to equitable principles (whether enforcement is sought by proceedings in equity or at law)of general applicability.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party Borrower and Guarantor has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents Financing Agreements to which it is a party and, in the case of the Borrowereach Borrower or Guarantor, to consummate the Transactions obtain Loans and to borrow Letters of Credit hereunder, and obtain other extensions of credit hereunder. Each Loan Party each such Borrower or Guarantor has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents Financing Agreements to which it is a party and, in the case of the each Borrower, to authorize the borrowings and other extensions Loans or Letters of credit Credit to it, if any, on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case any requests for Letters of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsCredit. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Borrower or Guarantor in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Financing Agreements to which it is a party or, in the case of the other Loan Documentseach Borrower, with Loans and Letters of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.48.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to the Closing Date, (iib) filings to perfect the filings referred security interests created hereunder and by the other Financing Agreements (to in Section 3.19 the extent provided herein and therein), and (iiic) consents, authorizations, notices and filings which the failure to obtain or make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document This Agreement has been duly executed and delivered by each Borrower and Guarantor, and each of the other Financing Agreements to which any Borrower or Guarantor is a party will be duly executed and delivered on behalf of each Loan Party party theretosuch Borrower or Guarantor. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Loan Party Borrower and Guarantor and each of the other Financing Agreements to which any Borrower or Guarantor is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Borrower or Guarantor, enforceable against each such Loan Party Borrower or Guarantor in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The execution, delivery and performance of by Borrower and the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions Guarantor Subsidiaries of this Agreement and the other Loan Documents and all instruments and documents to grant be delivered by Borrower or any Guarantor Subsidiary hereunder and thereunder (in each case, to the security interests extent such Person is a party thereto) and the creation of all Liens as provided for herein and therein: (i) are within Borrower's and each Guarantor Subsidiary's corporate power; (ii) have been duly authorized by all necessary or proper corporate and shareholder action; (iii) are not in contravention of any provision of Borrower's or any Subsidiary of Borrower's certificate or articles of incorporation or bylaws; (iv) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower or any Subsidiary of Borrower is a party or by which Borrower or any Subsidiary of Borrower or any of its or their assets or properties is bound, where the consequence of such conflict, breach, termination, default or acceleration could have or result in a Material Adverse Effect; (vi) will not result in the creation or imposition of any Lien upon any of the assets or properties of Borrower or any Subsidiary of Borrower other than those on the assets and properties Borrower and the Guarantor Subsidiaries in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents, and, in ; and (vii) do not require the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, approval of any Governmental Authority or any other Person is required Person, except those referred to in connection Section 2.1(d), all of which will have been duly obtained, made or complied with prior to the consummation of Closing Date. At or prior to the TransactionsClosing Date, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any and each of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices Documents shall have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, or for the benefit of Borrower and the Guarantor Subsidiaries and each other Loan Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party thereto, Borrower and the Guarantor Subsidiaries enforceable against each such Loan Party Borrower and the Guarantor Subsidiaries in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting the enforcement rights of creditors’ rights creditors generally and or by application of general equitable principles (whether enforcement is sought by proceedings in equity or at law)of equity.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party Obligor has the power (corporate or business trust power similar power) and authority, and the legal right, authority to makeexecute, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to consummate borrow hereunder and, in the Transactions and case of each Guarantor, to borrow and obtain other extensions of credit hereunderguarantee the Obligations. Each Loan Party Obligor, as applicable, has taken all necessary corporate action or other organizational action to authorize the Transactions and the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to authorize the guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsObligations. No material consent or authorization of, filing with, notice to to, registration with or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation execution, delivery and performance by each Obligor of the Transactions, Loan Documents to which it is a party and the borrowings and other extensions performance of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documentseach Obligor’s obligations thereunder, except (ia) approvals, exemptions, consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (iib) the filings referred and recordings necessary to in Section 3.19 perfect Liens under the Security Documents, and (iiic) approvals, consents, notices and filings which the failure to make exceptions, authorization, action, notice or obtain could not reasonably be expected to have a Material Adverse Effectfiling under securities laws. Each Loan Document has been duly executed and delivered on behalf of each Loan Party Obligor that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid valid, and binding obligation of each Loan Party Obligor that is a party thereto, enforceable against each such Loan Party Obligor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium (a) Debtor Relief Laws or similar laws of general applicability affecting the enforcement of creditors’ rights generally and by rights, (b) the application of general equitable principles of equity (regardless of whether enforcement such enforceability is sought by proceedings considered in a proceeding in equity or at law), and (c) the need for filings and registrations necessary to create or perfect the Liens on the Collateral granted by the Obligors in favor of the Secured Parties.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has The execution, delivery and performance by Company of this Agreement, the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan other Transaction Documents to which it is a party andand all instruments and documents to be delivered by Company, the issuance and sale of the Common Stock, Warrant and Warrant Shares and the consummation of the other transactions contemplated by any of the foregoing: (i) are within Company's corporate power and authority; (ii) have been duly authorized by all necessary or proper corporate action; (iii) are not in contravention of any provision of Company's certificate of incorporation or by-laws; (iv) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality to which the Company or its business is subject to; (v) will not conflict with or result in the case breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of the Borrowertrust, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action lease, agreement or other organizational action to authorize the execution, delivery and performance of the Loan Documents instrument to which it Company or any of its Subsidiaries is a party andor by which Company, any of its Subsidiaries or any of their property is bound; (vi) will not result in the case creation or imposition of any Lien upon any of the Borrower, to authorize property of Company or any of its Subsidiaries; and (vii) do not require the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization approval of, or any filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is (except (A) for those filings required in connection with by the consummation of Registration Rights Agreement and (B) to the Transactionsextent previously obtained or made). At or prior to the Closing Date, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability each of this Agreement or any of and the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices Transaction Documents shall have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, by Company and each other Loan Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party theretoCompany, enforceable against each such Loan Party it in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar laws affecting the enforcement creditors' rights and remedies generally, and subject, as to enforceability, to general principles of creditors’ rights generally equity, including principles of commercial reasonableness, good faith and by general equitable principles fair dealing (regardless of whether enforcement is sought by proceedings in equity a proceeding at law or at lawin equity).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents Documents, Notes and Letter of Credit Requests to which it is a party and, in the case of the each Borrower, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement Agreement, and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsany Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each Borrower, with the other Loan DocumentsExtensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to or on the Closing Date, (iib) filings to perfect the Liens created by the Security Documents, (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Parent Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof, (d) filings pursuant to the Financial Administration Act (Canada) in respect of accounts of the Parent Borrower and its Subsidiaries the Obligor in respect of which is Her Majesty the Queen in the right of Canada or any department, agency or instrumentality thereof and (iiie) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The execution, delivery and performance by OptiCare of this Restructure Agreement, the Loan other Restructure Documents to which it OptiCare is a party andand all instruments and documents to be delivered by OptiCare, in the case issuance and sale of the Borrower, to authorize New Preferred Stock and the borrowings Warrants and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactionsother transactions contemplated by any of the foregoing: (i) are within OptiCare's and its Subsidiaries' corporate power and authority; (ii) have been duly authorized by the Board of Directors of OptiCare; (iii) as of the Closing and assuming due approval of the Company's stockholders, the borrowings and other extensions will have been duly authorized by all necessary or proper corporate action (including any required action of credit hereunder stockholders of OptiCare); (iii) are not in contravention of any provision of OptiCare's Certificate of Incorporation or with the execution, delivery, performance, validity or enforceability of this Agreement by-laws or any of its Subsidiaries' certificate of incorporation or by-laws; (iv) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other Loan Documentsinstrument to which OptiCare or any of its Subsidiaries is a party or by which OptiCare, except any of its Subsidiaries or any of their property is bound; (ivi) consents, authorizations, filings and notices described will not result in Schedule 3.4, which consents, authorizations, filings and notices have been obtained the creation or made and are imposition of any Lien upon any of the property of OptiCare (other than Liens in full force and effect, (ii) the filings referred to in Section 3.19 favor of Palisade and/or Capital Source); and (iiivii) consentsdo not require the consent or approval of, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effectany filing with, any governmental authority or regulatory organization or any other Person. Each Loan Document of the Restructure Documents has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, by OptiCare and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Loan Party party theretoOptiCare, enforceable against each such Loan Party it in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar laws affecting the enforcement creditors' rights and remedies generally, and subject, as to enforceability, to general principles of creditors’ rights generally equity, including principles of commercial reasonableness, good faith and by general equitable principles fair dealing (regardless of whether enforcement is sought by proceedings in equity a proceeding at law or at lawin equity).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each of the BorrowerBorrowers, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each of the BorrowerBorrowers, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement Agreement, any Notes and to grant the security interests and Liens as provided in the Loan Documents, and, in the case Letter of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsCredit Requests. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each of the other Loan DocumentsBorrowers, with the Extensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to the Closing Date, (iib) filings to perfect the Liens created by the Security Documents, (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Parent Borrower and its Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (iiid) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each of the Borrowers, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each of the Borrowers and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, Acquisition and the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and 4.19, (iii) consents, authorizations, filings and notices and filings which relating to the Acquisition, the failure to make or obtain could not not, in the aggregate, reasonably be expected to have a Material Adverse EffectEffect and (iv) immaterial consents, authorizations, filings and notices relating to the Loan Documents to be obtained by Subsidiaries. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the (a) The execution, delivery and performance by each Borrower of the Loan Documents to which it is a party andand the consummation of the transactions contemplated thereby: (i) are within such Borrower’s corporate, limited liability company, partnership or other organizational powers; (ii) have been or, at the time of delivery thereof pursuant to Article IV (Conditions of Lending) will have been, duly authorized by all necessary action, including the consent of shareholders, partners and members where required; (iii) do not and will not (A) contravene such Borrower’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Borrower (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Borrower, (C) conflict with or result in the case breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of the Borrowersuch Borrower or any of its Subsidiaries, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided or (D) result in the Loan Documents, and, in creation or imposition of any Lien upon any property of such Borrower or any of its Material Subsidiaries; (iv) do not require the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing withauthorization by, approval of, notice to to, or other act by filing or in respect ofregistration with, any Governmental Authority or any other Person is required in connection with the consummation of the TransactionsPerson, the borrowings and other extensions of credit hereunder than those listed on Schedule 5.02 (Consents) or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices that have been or will be, prior to the Effective Date, obtained or made made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 4.01(a)(iii)(y), and are each of which on the Effective Date will be in full force and effect. (b) This Agreement has been, (ii) and each of the filings referred other Loan Documents will have been, upon delivery thereof pursuant to in Section 3.19 and (iii) consentsthe terms of this Agreement, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of by each Loan Party Borrower and the Guarantor party thereto. This Agreement constitutesis, and each the other Loan Document upon execution Documents will constitutebe, a when delivered hereunder, the legal, valid and binding obligation of each Loan Party Borrower and the Guarantor party thereto, enforceable against each such Loan Party Borrower and the Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). SECTION 5.03.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to consummate borrow hereunder in accordance with the Transactions terms and to borrow and obtain other extensions of credit hereunderconditions hereof. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.04 or as contemplated by the Amendment Agreement, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 4.18 and filings required under the Exchange Act in respect of the transactions contemplated hereby, and (iii) consents, authorizations, filings and notices required under the laws of the jurisdiction of organization of any Foreign Subsidiary in respect of the grant of a security interest in respect of its Capital Stock pursuant to the Guarantee and filings which the failure to make Collateral Agreement or obtain could not reasonably be expected to have a Material Adverse Effectany other Security Document. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constituteconstitute (in each case, assuming due execution by the parties other than the Loan Parties party thereto), a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement Agreement, any Notes and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsL/C Requests. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each Borrower, with the other Loan DocumentsExtensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to the Closing Date, (iib) filings to perfect the Liens created by the Security Documents (other than during any Collateral Suspension Period), (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Parent Borrower and its Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (iiid) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The ------------------------------------------------------- execution, delivery and performance by each Loan Party of the Loan Documents and all other instruments and documents to which be delivered by such Loan Party hereunder and thereunder to the extent it is a party andthereto and the creation of all Liens provided for herein and therein: (i) are within such Loan Party's corporate power; (ii) have been duly authorized by all necessary corporate and shareholder action; (iii) are not in contravention of any provision of such Loan Party's certificates or articles of incorporation or by-laws or other organizational documents; (iv) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the case breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which any Loan Party is a party or by which any Loan Party or any of its property is bound; (vi) will not result in the creation or imposition of any Lien upon any of the Borrowerproperty of any Loan Party other than those in favor of Agent, on behalf of itself and Lenders, all pursuant to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in ; and (vii) do not require the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, approval of any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsPerson, except (i) consentsthose referred to in Section ------- 2.1(c), authorizations, filings and notices described in Schedule 3.4, all of which consents, authorizations, filings and notices will have been obtained duly obtained, made or made complied with prior ------ to the Closing Date and which are in full force and effect. At or prior to the Closing Date, (ii) each of the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to Loan Documents shall have a Material Adverse Effect. Each Loan Document has been duly executed and delivered for the benefit of or on behalf of each Loan Party which is a party thereto. This Agreement constitutes, thereto and each other Loan Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each such Loan Party to the extent it is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents and Acquisition Documentation to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents and Acquisition Documentation to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No material consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, (ii) the consents, authorizations, filings and notices described in Schedule 3.4 and (iii) the filings referred to in Section 3.19 and 3.18. No material consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Acquisition or the Acquisition Documentation, except (iiii) consents, authorizations, filings and notices that have been obtained or made and are in full force and effect and (ii) consents, authorizations, filings or notices of which the failure to obtain or make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document and each item of Acquisition Documentation has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to consummate borrow hereunder in accordance with the Transactions terms and to borrow and obtain other extensions of credit hereunderconditions hereof. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings and other extensions of credit Borrowings on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit Borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.04, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 4.18 and filings required under the Exchange Act in respect of the transactions contemplated hereby, and (iii) consents, authorizations, filings and notices required under the laws of the jurisdiction of organization of any Foreign Subsidiary in respect of the grant of a security interest in respect of its Capital Stock pursuant to the Guarantee and filings which the failure to make Collateral Agreement or obtain could not reasonably be expected to have a Material Adverse Effectany other Security Document. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constituteconstitute (in each case, assuming due execution by the parties other than the Loan Parties party thereto), a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents Documents, Notes and Letter of Credit Requests to which it is a party and, in the case of the each Borrower, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement Agreement, and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsany Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each Borrower, with the other Loan DocumentsExtensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to or on the Restatement Effective Date, (iib) filings to perfect the Liens created by the Security Documents, (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Parent Borrower and its Restricted Subsidiaries, the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof, (d) filings and other required formalities pursuant to the Financial Administration Act (Canada) in respect of accounts of the Parent Borrower and its Subsidiaries, the Obligor in respect of which is Her Majesty the Queen in the right of Canada or any department, agency or instrumentality thereof and (iiie) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Borrower, and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and Agreement. Except as would not reasonably be expected to grant the security interests and Liens as provided in the Loan Documentshave a Material Adverse Effect, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4notices, which consents, authorizations, filings and notices have been obtained or, within any period set forth in the relevant Security Document, will be obtained or made and are or will be in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which effect or the failure to make or obtain could which would not reasonably be expected to have a Material Adverse Effect, (ii) filings to perfect the Liens created by the Security Documents, (iii) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Parent and its Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof, and (iv) the filings referred to in Section 5.17. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and the implied covenants of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, Acquisition and the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each ------------------------------------------------------- Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of Recapitalization except consents, authorizations, filings and notices (i) which have been obtained or made and are in full force and effect or (ii) the Transactionsfailure to obtain which could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, Acquisition and the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Credit Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party andparty. HCLP has the corporate power and authority, in and the case of the Borrowerlegal right, to consummate borrow hereunder and has taken all necessary corporate action to authorize the Transactions borrowings on the terms and to borrow conditions of this Agreement and obtain other extensions of credit hereunderthe Applications. Each Loan Credit Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (other than consents or authorizations the failure to obtain would not, in the aggregate, reasonably be expected to have a Material Adverse Effect) is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement Agreement, the Applications or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.45.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. This Agreement has been, (ii) the filings referred to in Section 3.19 and, each Application and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each each other Loan Document has been will be, duly executed and delivered on behalf of each Loan Party the Credit Parties party thereto. This Agreement constitutes, and each Note, each Application and each other Loan Document upon execution when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party the Credit Parties party thereto, thereto enforceable against each such Loan Party Credit Parties in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents Documents, Notes and Letter of Credit Requests to which it is a party and, in the case of the each Borrower, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement Agreement, and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsany Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each Borrower, with the other Loan DocumentsExtensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to or on the Closing Date, (iib) filings to perfect the Liens created by the Security Documents, (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Parent Borrower and its Restricted Subsidiaries, the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof, (d) filings and other required formalities pursuant to the Financial Administration Act (Canada) in respect of accounts of the Parent Borrower and its Subsidiaries, the Obligor in respect of which is Her Majesty the Queen in the right of Canada or any department, agency or instrumentality thereof and (iiie) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Borrower, and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and Agreement. Except as would not reasonably be expected to grant the security interests and Liens as provided in the Loan Documentshave a Material Adverse Effect, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect or the failure to obtain which would not reasonably be expected to have a Material Adverse Effect and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.17. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and the implied covenants of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has The execution, delivery and performance by Company of this Agreement, the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan other Transaction Documents to which it is a party andand all instruments and documents to be delivered by Company pursuant to the Transaction Documents, in the case issuance and sale of the Borrower, Series F Preferred Stock and the Warrant (and the underlying Common Stock to consummate be issued upon exercise of the Transactions Warrant) and to borrow the consummation of the other transactions contemplated by any of the foregoing: (i) are within Company's corporate power and obtain other extensions of credit hereunder. Each Loan Party has taken authority; (ii) have been duly authorized by all necessary corporate action action; (iii) are not in contravention of any provision of Company's certificate of incorporation or by-laws; (iv) will not violate any law or regulation applicable to, or any order or decree of any court or governmental instrumentality binding on, Company; (v) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any material indenture, mortgage, deed of trust, lease, agreement or other organizational action to authorize the execution, delivery and performance of the Loan Documents instrument to which it Company or any of its Subsidiaries is a party andor by which Company, any of its Subsidiaries or any of their property is bound; (vi) will not result in the case creation or imposition of any material Lien upon any of the Borrower, to authorize property of Company or any of its Subsidiaries; and (vii) do not require the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization approval of, or any filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with (except for those exemptions necessary to issue and sell the consummation Securities under the Securities Act, all of which, assuming the accuracy of the Transactionsrepresentations and warranties of Purchaser contained in Sections 3.1 and 3.2 hereof, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability have been complied with). Each of this Agreement or any of and the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, Transaction Documents to which consents, authorizations, filings and notices Company is a party have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutesby Company, and each other Loan Document upon execution will constitute, constitutes a legal, legally valid and binding obligation of each Loan Party party theretoCompany, enforceable against each such Loan Party it in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by remedies generally, and subject, as to enforceability, to general equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought by proceedings in equity a proceeding at law or at lawin equity).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of Acquisitions, the Transactions, Bumble Bee Acquisition and the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) consents under immaterial Contractual Obligations relating to limitations on the assignability thereof and (iii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the corporate or business trust power and authority, and the legal right, to make, deliver and perform this Agreement and the other Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents Documents, and to which it is a party and, in the case of the Borrower, borrow hereunder. The Borrower has taken all necessary corporate action to authorize the borrowings and other extensions of credit on the terms and conditions of set forth in this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents Notes and to grant the security interests execute, deliver and Liens as provided in perform its obligations under this Agreement and the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactionsborrowings hereunder, the borrowings and other extensions of credit hereunder or with the execution, deliverydelivery or performance by the Borrower, performance, or with the validity or enforceability against the Borrower of this Agreement or any of and the other Loan Documents, except Documents other than (i) consents, authorizations, filings and notices described in as set forth on Schedule 3.4, which consents, authorizations, filings and notices have been obtained 4.01(d) or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) any consents, notices authorizations and filings which in connection with the failure to make or obtain foregoing that, if not obtained, could not reasonably be expected to have a Material Adverse Effect. Each On the Closing Date, the Administrative Agent and each Lender shall have received complete and current copies of all consents, authorizations and filings listed on Schedule 4.01(d), which such consents, authorizations and filings shall be in full force and effect as of the Closing Date. This Agreement has been, and each other Loan Document has been when executed and delivered will be, duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutesAgreement, and each other Loan Document upon execution when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, the Borrower enforceable against each such Loan Party the Borrower, in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each ------------------------------------------------------- Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation Acquisition and the borrowings hereunder or the operation of the Transactions, Borrower's business following the borrowings and other extensions of credit hereunder Closing Date or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, as to which consentsthe failure to obtain could not, authorizationsin the aggregate, filings reasonably be expected to have a Material Adverse Effect and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party of the Borrower and the Guarantors has the corporate or business trust requisite power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party of the Borrower and the Guarantors has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No material consent or authorization of, filing with, notice to, Permit from or other act by or in respect of, any Governmental Authority and no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or of any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party theretoof the Borrower and the Guarantors. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party theretoof the Borrower and the Guarantors, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party andand the creation of all Liens provided for therein: (a) are within such Person’s power; (b) have been duly authorized by all necessary action; (c) do not contravene any provision of such Person’s charter, in the case bylaws or partnership or operating agreement, memorandum or articles of the Borrowerassociation (or equivalent) as applicable; (d) do not violate any applicable law or regulation, to authorize the borrowings and other extensions or any order or decree of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent any court or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could where such violation would not reasonably be expected to have a Material Adverse Effect; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound except where such conflict, breach or default would not reasonably be expected to have a Material Adverse Effect; (f) do not result in the creation or imposition of any Lien upon any material property of such Person other than those in favor of Collateral Agent, on behalf of itself and Secured Parties, pursuant to the Loan Documents other than Liens permitted hereunder; and (g) do not require the consent or approval of any Governmental Authority, other than those which have been (or will be within any applicable statutory time limits) duly obtained, made or complied with prior to the Closing Date. Each of the Loan Document Documents has been duly executed and delivered on behalf of by each Loan Credit Party that is a party thereto. This Agreement constitutes, thereto and each other such Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party it in accordance with its terms, except as such enforceability may be limited by applicable (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, or similar laws of general applicability affecting the enforcement of creditors’ rights generally rights; and by (b) the application of general equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement such enforceability is sought by proceedings considered in a proceeding in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions or have Letters of credit Credit issued hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and Agreement. Except as would not reasonably be expected to grant the security interests and Liens as provided in the Loan Documentshave a Material Adverse Effect, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Acquisition Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect or the failure to obtain which would not reasonably be expected to have a Material Adverse Effect and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.17. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and the implied covenants of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate power and authority or business trust the limited liability company power and authority, as the case may be, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Acquisition Transactions, the borrowings and other extensions of credit hereunder hereunder, under the Bridge Credit Agreement or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) effect other than such consents, authorizations, filings and notices and filings which the failure to obtain or make or obtain could not reasonably be expected to have a Material Adverse EffectEffect and (ii) the filings referred to in Section 4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The execution, delivery and performance by DFC of this Agreement, the other agreements and documents required to be executed hereby and the transactions contemplated hereby and thereby: (a) are within DFC's corporate power; (b) have been duly authorized by all necessary or proper corporate action; (c) do not contravene any provision of its certificate of incorporation or bylaws; (d) do not violate any law, statute, rule or regulation, or any judgment, order or decree of any court or governmental authority or agency applicable to DFC or by which DFC or its properties may be bound; (e) do not conflict with or result in the breach or termination of, with or without notice or the lapse of time, constitute a default under or accelerate or permit the acceleration of any performance required by, or result in any material modification of the Loan Documents terms of, any material indenture, mortgage, deed of trust, lease, agreement, contract, obligation, commitment or other material instrument to which it DFC is a party and, or by which DFC or any of its property is bound; (f) do not result in the case creation or imposition of any lien, charge or encumbrance of any nature upon any of the Borrower, to authorize property or assets of DFC; and (g) do not require the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, approval of any Governmental Authority governmental authority or any other Person is required in connection person, except those disclosed on Schedule 5.2 hereto, all of which will have been duly obtained, made or complied with the consummation as of the TransactionsClosing. This Agreement and the agreements and documents attached hereto as Exhibits to which DFC is a party have been, or, on the borrowings and other extensions of credit hereunder or with the executionClosing Date, deliverywill have been, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of by DFC and each Loan Party party thereto. This Agreement such document constitutes, and each other Loan Document upon execution will or shall then constitute, a legal, valid and binding obligation of each Loan Party party thereto, DFC enforceable against each such Loan Party it in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting relating to the enforcement of creditors’ creditor's rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)of equity.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The execution, delivery and performance by such Company of the Post-Petition Loan Documents and all instruments and documents to be delivered by such Company, to the extent it is party thereto, hereunder and the creation of all Liens provided for herein and therein: (i) are within such Company' corporate power; (ii) have been duly authorized by all necessary or proper corporate action and by the Closing Date will be authorized by the Interim Order or the Final Order, as applicable; (iii) are not in contravention of any provision of such Company's certificates or articles of incorporation or by-laws; (iv) will not, upon the entry of the Interim Order or the Final Order, as applicable, by the Bankruptcy Court, violate any law or regulation, or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which it such Company is a party andor by which such Company or any of its property is bound and the effect of which will not be subject to the automatic stay pursuant to section 362 of the Bankruptcy Code upon the entry of the Interim Order or the Final Order, as applicable, by the Bankruptcy Court; (vi) will not result in the case creation or imposition of any Lien upon any of the Borrowerproperty of such Company other than those in favor of the Lenders, all pursuant to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Post- Petition Loan Documents, and, in ; and (vii) do not require the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization ofapproval of any governmental body, filing withagency, notice to or other act by or in respect of, any Governmental Authority authority or any other Person is required in connection with other than the consummation entry by the Bankruptcy Court of the TransactionsInterim Order or the Final Order, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any as applicable. Each of the other Post-Petition Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document Documents has been duly executed and delivered for the benefit of or on behalf of each Loan Party party thereto. This Agreement constitutes, the Companies and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Loan Party party theretothe Companies, enforceable against each such Loan Party them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4 (which Schedule will be attached to this Agreement in the form and substance agreed to by the Administrative Agent, Holdings and Borrower on or before the Closing Date), which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect (ii) the filings referred to in Section 3.19 and (iii) consents, authorizations, filings, notices and filings other actions required for any Foreign Subsidiary or any direct or indirect Subsidiary of a Foreign Subsidiary to execute, deliver or perform any of its obligations under the Loan Documents to which the failure to make it is or obtain could not reasonably will be expected to have a Material Adverse Effectparty. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The execution, delivery and performance by Borrower of the Loan Documents and all instruments and documents to which be delivered by Borrower, to the extent it is a party andthereto, hereunder and thereunder and the creation of all Liens provided for herein and therein: (i) are within Borrower's corporate power; (ii) have been duly authorized by all necessary or proper corporate and shareholder action; (iii) are not in contravention of any provision of Borrower's certificate or articles or incorporation or bylaws; (iv) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the case breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower is a party or by which Borrower or any of its property is bound, including, without limitation, the Kansas Loan documents; (vi) will not result in the creation or imposition of any Lien upon any of the Borrowerproperty of Borrower other than those in favor of Agent, on behalf of itself and Lender, all pursuant to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in ; and (vii) do not require the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, approval of any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsPerson, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings those referred to in Section 3.19 and (iii) consents2.1(d), notices and filings all of which will have been duly obtained, made or complied with prior to the failure Closing Date. At or prior to make or obtain could not reasonably be expected to the Closing Date, each of the Loan Documents shall have a Material Adverse Effect. Each Loan Document has been duly executed and delivered for the benefit of or on behalf of each Loan Party party thereto. This Agreement constitutes, Borrower and each other Loan Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party Borrower, to the extent it is a party thereto, enforceable against each such Loan Party it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting the enforcement rights of creditors’ rights creditors generally and or by application of general equitable principles (whether enforcement is sought by proceedings in equity or at law)of equity.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate (or business trust equivalent) power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and to consummate the Transactions and, in the case of the BorrowerBorrowers, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action (or other organizational equivalent) action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and the consummation of the Transactions and, in the case of the BorrowerBorrowers, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by any Loan Party in connection with the consummation of the Transactions, Transactions and the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.47.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse EffectSchedule 7.19(a)-1. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each of the BorrowerBorrowers, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each of the BorrowerBorrowers, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement Agreement, any Notes and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsL/C Requests. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each of the other Loan DocumentsBorrowers, with the Extensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to the Closing Date, (iib) filings to perfect the Liens created by the Security Documents, (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Parent Borrower and its Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof, (d) filings pursuant to the Financial Administration Act (Canada) in respect of accounts of the Parent Borrower and its Subsidiaries the Obligor in respect of which is Her Majesty the Queen in the right of Canada or any department, agency or instrumentality thereof and (iiie) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by the Parent Borrower and each of the Borrowers, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each of the Borrowers and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party andand the consummation of the transactions contemplated thereby: (i) are within such Loan Party’s corporate, limited liability company, partnership or other powers; (ii) have been or, at the time of delivery thereof pursuant to Article IV (Conditions) will have been, duly authorized by all necessary action, including the consent of shareholders, partners and members where required; (iii) do not and will not (A) contravene such Loan Party’s or any other Restricted Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party or any other Restricted Subsidiary (including the Margin Regulations), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party or any other Restricted Subsidiary, (C) conflict with or result in the case breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of the Borrowersuch Loan Party or any other Restricted Subsidiary, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided or (D) result in the creation or imposition of any Lien upon any property of such Loan Documents, and, in Party or any other Restricted Subsidiary; (iv) do not require the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing withauthorization by, approval of, notice to to, permit from or other act by filing or in respect ofregistration with, any Governmental Authority or any other Person is required in connection with the consummation of the TransactionsPerson, the borrowings other than those listed on Schedule 5.02 (Consents) and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices that have been or will be, prior to the Effective Date, obtained or made made, copies of which have been or will be delivered to the Administrative Agent pursuant to Sections 4.01(a)(iii)(C) and are Section 4.01(j), and each of which on the Effective Date will be in full force and effect. (b) This Agreement has been, (ii) and each of the filings referred other Loan Documents will have been upon delivery thereof pursuant to in Section 3.19 and (iii) consentsthe terms of this Agreement, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of by each Loan Party party thereto. This Agreement constitutesis, and each the other Loan Document upon execution Documents will constitutebe, a when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). SECTION 5.03.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the corporate or business trust power and authority to make, deliver and perform this Agreement, the Notes, the Security Documents to which it is a party, any Application and any Acceptance Request and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and the Notes and to authorize the execution, delivery and performance of this Agreement, the Notes, the Security Documents to which it is a party, any Application and any Acceptance Request. Each Guarantor has the corporate power and authority, and the legal right, right to make, deliver and perform the Loan Security Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Security Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person is or will be required in respect of the Borrower or any Guarantor in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of Agreement, the Notes, the Security Documents, the other Loan Documents, except (i) consentsany Application or any Acceptance Request. This Agreement has been, authorizationseach Note will be, filings and notices described in Schedule 3.4each Security Document to which it is a party has been or will be, which consents, authorizations, filings duly executed and notices delivered on behalf of the Borrower. The Security Documents have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably will be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party Guarantor that is a party thereto. This Agreement constitutes, each Note to which it is a party when executed and each other Loan Document upon execution delivered, will constitute, and each Security Document to which it is a party constitutes or, when executed and delivered, will constitute, legal, valid and binding obligation obligations of the Borrower, and the Security Documents constitute or, when executed and delivered, will constitute, legal, valid and binding obligations of each Loan Party Guarantor that is a party thereto, in each case enforceable against each the Borrower or such Loan Party Guarantor, as the case may be, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the corporate or business trust power and authority, and the legal right, to makeexecute, deliver and perform the Loan Documents to which it is a party andand the Borrower has the corporate power and authority, in and the case of the Borrowerlegal right, to consummate issue, deliver and perform the Transactions Notes and the Export Notes and to borrow hereunder and obtain other extensions of credit hereunder. Each under the Export Loan Party has taken Agreement, and all necessary corporate action or other organizational action to authorize has been taken by the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, Borrower to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests Export Loan Agreement and Liens as provided in the Loan DocumentsNotes and the Export Notes and the execution, and, in the case delivery and performance of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (other than the Selling Bank or the Banks) is required in connection with the consummation of the Transactionstransactions contemplated hereby, the borrowings hereunder and other extensions of credit hereunder under the Export Loan Agreement or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices than those that have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 effect and (iii) other than consents, notices and authorizations, orders, notifications, filings which or registrations, individually or in the aggregate, the failure of which to obtain or make or obtain could not reasonably be expected to have a Material Adverse Effect. Each This Agreement and the Export Loan Document has been Agreement have been, and the Notes and the Export Notes and the L/C Applications will be, duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement and the Export Loan Agreement each constitutes, and each other Loan Document upon execution Note, Export Note and L/C Application, when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party theretothe Borrower, enforceable against each such Loan Party the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Upon entry by the Bankruptcy Court of the Confirmation Order, each Loan Party has the corporate (or business trust equivalent) power and authority, and the legal right, to make, deliver and perform the Loan Documents (as well as the corporate (or equivalent) power and authority, and the legal right, to make and deliver the Intercreditor Agreement) to which it is a party and to consummate the Transactions and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action (or other organizational equivalent) action to authorize the execution, delivery and performance of the Loan Documents to which it is a party (as well as the Intercreditor Agreement) and the consummation of the Transactions and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by any Loan Party in connection with the consummation of the Transactions, Transactions and the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.46.4 and Schedule 6.19(b), which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 Schedule 6.19(a)-1 and Schedule 6.19(a)-2 and (iii) those approvals, consents, exemptions, authorizations or other actions, notices and filings which or filings, the failure of which to obtain or make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document and the Intercreditor Agreement has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each of the BorrowerBorrowers, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each of the BorrowerBorrowers, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsany Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each of the other Loan DocumentsBorrowers, with the Extensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to the Closing Date, (iib) filings to perfect the Liens created by the Security Documents, (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Parent Borrower and its Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof, (d) notices pursuant to Article 201 of the Puerto Rico Political Code of 1902, as amended (3 L.P.R.A. § 902), in respect of Accounts of the Parent Borrower and its Subsidiaries the Obligor of which is the Commonwealth of Puerto Rico or any department, agency or instrumentality thereof and (iiie) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each of the Borrowers, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each of the Borrowers and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the corporate or business trust limited liability company power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party The Borrower has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, and to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsDocuments or the transactions contemplated hereby or thereby, except (i) consents, authorizations, filings and notices described in Schedule 3.43.2, which consents, authorizations, filings and notices have been obtained or made and are in full force and effecteffect (except as set forth in such Schedule 3.2), and (ii) the filings referred to in Section 3.19 and (iii) consents, authorizations, filings or notices and filings which the failure to make or obtain which, if not obtained, could not reasonably be expected to have a Material Adverse Effect. Each No comment or notice of protest or intervention has been filed with FERC by any third party in respect of the FPA Section 204 authorization issued by FERC on December 28, 2007 (the “FERC 204 Approval”) prior to or on the due date therefor, and the Borrower in good faith does not expect for the FERC 204 Approval to be overturned, amended or modified during the applicable appeal period therefor. This Agreement has been, and each other Loan Document has been upon execution will be, duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party theretothe Borrower, enforceable against each such Loan Party the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each The Borrower and each of its Subsidiaries has the corporate, partnership or limited liability company power, as the case may be, and authority, and the legal right, to make, deliver and perform the Acquisition Agreement and the Loan Documents, in each case, to which it is or will be a party, to borrow hereunder and to consummate the IRG Acquisition under the Acquisition Agreement, and the applicable Loan Party has taken all necessary corporate action to authorize (a) the corporate borrowings on the terms and conditions of this Agreement and the Notes, (b) the execution, delivery and performance of the Acquisition Agreement and the Loan Documents to which it is or business trust will be a party and (c) the consummation of the IRG Acquisition. Each Subsidiary has (or, when formed, will have) the corporate, partnership or limited liability company power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is or will be a party andand has (or, in when formed, will have) taken all corporate, partnership or limited liability company action, as the case of the Borrowermay be, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the such Loan Documents. No Except as set forth on Schedule 3, no consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder, the consummation of the Transactions, the borrowings and other extensions of credit hereunder IRG Acquisition or with the execution, delivery, performance, validity or enforceability of this Agreement or any of Agreement, the Notes, the other Loan DocumentsDocuments or the Acquisition Agreement except for any consent, except (i) consentsauthorization, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained filing or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which other act the failure to obtain or make or obtain which could not reasonably be expected to have a Material Adverse Effect. Each This Agreement and the Acquisition Agreement have been, and each of the Notes and the other Loan Document has been Documents to which the Borrower or any Subsidiary is or will be a party will be, duly executed and delivered on behalf of each Loan Party party theretoby it. This Agreement constitutesand the Acquisition Agreement constitute, and each of the Notes and the other Loan Document upon execution Documents when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower and each Loan Party Subsidiary (to the extent the Borrower or such Subsidiary is a party thereto, ) enforceable against each such Loan Party it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The execution, delivery and performance by Borrower and Affiliates of the Loan Documents, Ancillary Agreements and all instruments and documents to be delivered by Borrower and Affiliates to the extent they are parties thereto, hereunder and thereunder and the creation of all Liens provided for herein and therein: (i) are within Borrower's and the Guarantors', corporate power or partnership power, as the case may be; (ii) have been duly authorized by all necessary or proper corporate action or partnership action, as the case may be; (iii) are not in contravention of any provision of Borrower's or the Guarantors', respective certificates or articles of incorporation or by-laws or partnership or venture agreements, as the case may be; (iv) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, or any other agreement or instrument which is material and to which Borrower or any of the Guarantors is a party or by which Borrower or any of the Guarantors or any of their property is bound; (vi) do not require the consent, approval, authorization of or filing or registration with any governmental body, agency, authority or any other Person other than those which will have been duly obtained or made prior to the date hereof and which will be in full force and effect on the date hereof; and (vii) will not result in the creation or imposition of any Lien upon any of the property of Borrower or any of the Guarantors other than those in favor of Lender, all pursuant to the Loan Documents. At or prior to the date hereof, each of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices shall have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered for the benefit of or on behalf of each Loan Party party thereto. This Agreement constitutesBorrower or the Guarantors, as the case may be, and each other Loan Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party Borrower or the Guarantors, to the extent they are parties thereto, enforceable against each such Loan Party them in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar laws affecting the enforcement of creditors’ , rights and remedies generally and by subject, as to enforceability, to general equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought by proceedings in equity a proceeding at law or at lawin equity).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The execution, delivery and performance by Borrower of the Loan Documents to which it is a party and, in and the case creation of the all Liens provided for therein: (a) are within Borrower, to authorize the borrowings 's corporate power; (b) have been duly authorized by all necessary or proper corporate and other extensions of credit shareholder action on the terms and conditions part of this Agreement and to grant the security interests and Liens as provided in the Loan DocumentsBorrower; (c) do not contravene any provision of Borrower's charter or bylaws; (d) do not violate any law or regulation (including, andwithout limitation, in the case of each Subsidiary Guarantorgaming laws), to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation order or decree of the Transactions, the borrowings and other extensions of credit hereunder any court or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsGovernmental Authority, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) to the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could extent that any such violation would not reasonably be expected to have a Material Adverse Effect; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower is a party or by which Borrower or any of its property is bound, except to the extent that any such conflict, breach or termination would not reasonably be expected to have a Material Adverse Effect; (f) do not result in the creation or imposition of any Lien upon any of the property of Borrower other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 2.1(c), all of which will have been duly obtained, made or complied with prior to the Closing Date. Each On or prior to the Closing Date, each of the Loan Document has Documents to which Borrower is a party shall have been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, by Borrower and each other such Loan Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party thereto, Borrower enforceable against each such Loan Party it in accordance with its terms, except as enforceability enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar other laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether enforcement is sought by proceedings considered in proceeding at law or in equity or at lawand the availability of the remedy of specific performance).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has The execution, delivery and performance by Company of this Agreement, the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan other Transaction Documents to which it is a party andand all instruments and documents to be delivered by Company, the issuance and sale of the Convertible Preferred Stock and the Warrants and the consummation of the other transactions contemplated by any of the foregoing: (i) are within Company's corporate power and authority; (ii) have been duly authorized by all necessary or proper corporate action; (iii) are not in contravention of any provision of Company's certificate of incorporation or by-laws; (iv) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the case breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of the Borrowertrust, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action lease, agreement or other organizational action to authorize the execution, delivery and performance of the Loan Documents instrument to which it Company or any of its Subsidiaries is a party andor by which Company, any of its Subsidiaries or any of their property is bound; (vi) will not result in the case creation or imposition of any Lien upon any of the Borrower, to authorize property of Company or any of its Subsidiaries; and (vii) do not require the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization approval of, or any filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required (except for (A) the filing of an amendment to Company's certificate of incorporation to authorize the Convertible Preferred Stock, substantially in connection with the consummation form of the TransactionsCertificate of Designation, (B) those filings required by the borrowings Registration Rights Agreement, (C) to the extent previously obtained or made) and other extensions (D) filing of credit hereunder a listing application with NASDAQ. At or with prior to the executionClosing Date, delivery, performance, validity or enforceability each of this Agreement or any of and the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices Transaction Documents shall have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, by Company and each other Loan Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party theretoCompany, enforceable against each such Loan Party it in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar laws affecting the enforcement creditors' rights and remedies generally, and subject, as to enforceability, to general principles of creditors’ rights generally equity, including principles of commercial reasonableness, good faith and by general equitable principles fair dealing (regardless of whether enforcement is sought by proceedings in equity a proceeding at law or at lawin equity), and the Certificate of Designation shall have been duly filed with the Secretary of State of the State of Nevada.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate corporate, company or business trust partnership power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action corporate, company or partnership or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental 77 Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) such consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices as shall have been obtained or made and are in full force and effect, (ii) routine filings to be made after the Restatement Effective Date in the ordinary course of business (e.g., good standing filings), (iii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect3.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party theretothereto and (iv) in the case of a UK Relevant Entity, any registrations that may be required under Section 860 Companies Act 2006 (which registrations shall be carried out by the Administrative Agent or its counsel). This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party Obligor has the power (corporate or business trust power otherwise) and authority, and the legal right, to makeexecute, deliver and perform the Loan Transaction Documents to which it is a party and, in the case of the BorrowerBorrowers, to consummate borrow hereunder and, in the Transactions and case of each Guarantor, to borrow and obtain other extensions of credit hereunderguarantee the Obligations. Each Loan Party Obligor has taken all necessary corporate action or other organizational action to authorize the Transactions and the execution, delivery and performance of the Loan Transaction Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to authorize the guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsObligations. No consent or authorization of, filing with, notice to to, registration with or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions hereunder, the guarantees of credit hereunder the Obligations or with the execution, delivery, performance, validity legality, validity, or enforceability of this Agreement or any of the other Loan Documents, Transaction Documents except (ia) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (iib) the filings referred and recordings to in Section 3.19 and (iii) consents, notices and filings which perfect Liens under the failure to make or obtain could not reasonably be expected to have a Material Adverse EffectSecurity Documents. Each Loan Transaction Document has been duly executed and delivered on behalf of each Loan Party Obligor that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid valid, and binding obligation of each Loan Party Obligor that is a party thereto, enforceable against each such Loan Party Obligor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar other laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate (or business trust equivalent) power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and to consummate the Transactions and, in the case of the BorrowerBorrowers, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action (or other organizational equivalent) action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and the consummation of the Transactions and, in the case of the BorrowerBorrowers, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by any Loan Party in connection with the consummation of the Transactions, Transactions and the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.47.4, which consents, authorizations, filings and notices (except in the case of consents under the Existing Credit Agreements to certain of the Transactions) have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse EffectSchedule 7.19(a)-1. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow hereunder and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person (including, without limitation, Board of Directors, stockholder, warrant holder or NASDAQ consents, waivers and approvals) is required in connection with the consummation of the Transactionsborrowings hereunder, the borrowings and other extensions issuance of credit Notes hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsDocuments to which the Borrower is a party, except (i) consents, authorizations, filings and notices described in on Schedule 3.4. This Agreement has been, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each each other Loan Document has been to which it is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutes, and each other Loan Document upon execution to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, the Borrower enforceable against each such Loan Party the Borrower in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. Each of the Security Documents creates and grants to the Agent, for its own benefit and for the benefit of the Lenders, a legal, valid and duly perfected Lien in the Collateral identified therein prior and superior in right to all other Persons, except Liens permitted pursuant to subsections 6.3(f), (g), (h), (l) and (m) and the other Liens permitted under subsection 6.3 that have priority over the Agent's Lien by operation of law. Such Collateral is not subject to any other Liens whatsoever, except Liens permitted by subsection 6.3 hereof.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party hereunder and has taken all necessary corporate action or to authorize the borrowings and other organizational action extensions of credit hereunder on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party andparty. The Borrower has the power and authority, in and the case of the Borrowerlegal right, to authorize make, deliver and perform the borrowings and other extensions of credit on the terms and conditions of this Solgar Purchase Agreement and to grant complete the security interests Solgar Acquisition and Liens the other Transactions. Except as provided in the Loan Documentsset forth on Schedule 5.4, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required as a condition precedent to the Borrower’s obligation to consummate the Solgar Acquisition or in connection with the consummation of the Transactions, the borrowings and or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this the Loan Documents. This Agreement or any of the has been, and each other Loan DocumentsDocument to which it is a party will be, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party hereto or thereto. The Solgar Purchase Agreement has been duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each other Loan Document upon execution will to which it is a party (except the Existing Credit Agreement) continues to constitute, a legal, valid and binding obligation of each Loan Party that is a party hereto or thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing. The Solgar Purchase Agreement constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and Agreement. Except as would not reasonably be expected to grant the security interests and Liens as provided in the Loan Documentshave a Material Adverse Effect, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4notices, which consents, authorizations, filings and notices have been obtained or, within any period set forth in the relevant Security Document, will be obtained or made and are or will be in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which effect or the failure to make or obtain could which would not reasonably be expected to have a Material Adverse Effect, (ii) filings to perfect the Liens created by the Security Documents, (iii) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Parent and its Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof, (iv) filings pursuant to the Financial Administration Act (Canada) in respect of accounts of the Parent and its Subsidiaries the Obligor in respect of which is Her Majesty the Queen in the right of Canada or any department, agency or instrumentality thereof, and (v) the filings referred to in Section 5.17. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and the implied covenants of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions obtain Loans and to borrow Letters of Credit hereunder, and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings Loans and other extensions Letters of credit Credit extended to it, if any, on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsany promissory notes requested hereunder. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each Borrower, with the other Loan DocumentsLoans and Letters of Credit extended to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.47.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to the Closing Date, (iib) filings to perfect the filings referred to in Section 3.19 Liens created by the Security Documents, and (iiic) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has Credit Partyhas the corporate or business trust power and authority, and the legal right, to make, deliver and perform this Agreement, any of the Specified Notes and the other Specified Loan Documents to which it is a party and, in the case of the with respect to each Specified Borrower, to consummate the Transactions borrow hereunder and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action to authorize the borrowings on the terms and conditions of, or the granting of any security interests under, this Agreement and any of the Specified Notes and the other organizational action Specified Loan Documents and to authorize the execution, delivery and performance of this Agreement, any of the Specified Notes and the other Specified Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder under this Agreement or with the execution, delivery, performance, validity or enforceability of, or the granting of any security interests under, this Agreement or Agreement, any of the Specified Notes or the other Specified Loan DocumentsDocuments to which any Credit Party is a party, except for (i) consents, authorizations, filings and notices described in Schedule 3.4, those which consents, authorizations, filings and notices have been obtained or will be made or taken and are or will be in full force and effect, (ii) the filings referred to in Section 3.19 and consents under immaterial Contractual Obligations or other immaterial consents or (iii) consentsthose filings and notices referred to subsection 5.20(d). This Agreement, notices any Specified Note and filings which each of the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each other Specified Loan Document Documents has been duly executed and delivered on behalf of each Loan the Credit Party party thereto. This Agreement constitutesAgreement, any Specified Note and each of the other Specified Loan Document upon execution will constitute, Documents constitutes a legal, valid and binding obligation of each Loan the Credit Party party thereto, thereto enforceable against each such Loan Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party andand the creation of all Liens provided for therein: (a) are within such Person’s power; (b) have been duly authorized by all necessary corporate, limited liability company or limited partnership action; (c) do not contravene any provision of such Person’s charter, bylaws or partnership or operating agreement as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the case breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any material indenture, mortgage, deed of trust, material lease, loan agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the Borrowerproperty of such Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in Documents (and the case of each Subsidiary Guarantor, to guarantee Liens securing the Obligations of Revolver Loan Obligations); and (g) do not require the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, approval of any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsPerson, except (i) consentsthose referred to in Section 3.1, authorizations, filings and notices described in Schedule 3.4, all of which consents, authorizations, filings and notices will have been obtained duly obtained, made or made and are in full force and effectcomplied with prior to the Closing Date, (ii) the filings referred to in Section 3.19 4.25 and (iii) consents, authorizations, filings and notices obtained or made in the ordinary course of business (except with respect to the incurrence and filings which repayment of the failure to make Loans, the Liens granted under the Collateral Documents or obtain could not reasonably be expected to have a Material Adverse Effectany other material rights of Agent and the Lenders under the Loan Documents). Each of the Loan Document has been Documents shall be duly executed and delivered on behalf of by each Loan Credit Party that is a party thereto. This Agreement constitutesthereto and, and each other such Loan Document upon execution will constitute, shall constitute a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party it in accordance with its terms, except as to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Credit Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform this Agreement, any of the Specified Notes and the other Specified Loan Documents to which it is a party and, in the case of the with respect to each Specified Borrower, to consummate the Transactions borrow hereunder and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action to authorize the borrowings on the terms and conditions of, or the granting of any security interests under, this Agreement and any of the Specified Notes and the other organizational action Specified Loan Documents and to authorize the execution, delivery and performance of this Agreement, any of the Specified Notes and the other Specified Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder under this Agreement or with the execution, delivery, performance, validity or enforceability of, or the granting of any security interests under, this Agreement or Agreement, any of the Specified Notes or the other Specified Loan DocumentsDocuments to which any Credit Party is a party, except for (i) consents, authorizations, filings and notices described in Schedule 3.4, those which consents, authorizations, filings and notices have been obtained or will be made or taken and are or will be in full force and effect, (ii) the filings referred to in Section 3.19 and consents under immaterial Contractual Obligations or other immaterial consents or (iii) consentsthose filings and notices referred to subsection 5.20(d). This Agreement, notices any Specified Note and filings which each of the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each other Specified Loan Document Documents has been duly executed and delivered on behalf of each Loan the Credit Party party thereto. This Agreement constitutesAgreement, any Specified Note and each of the other Specified Loan Document upon execution will constitute, Documents constitutes a legal, valid and binding obligation of each Loan the Credit Party party thereto, thereto enforceable against each such Loan Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, authority to make, deliver and perform the Loan Documents and Acquisition Documents to which it is a party andparty, in the case of the Borrower, to consummate borrow hereunder and, in the Transactions case of the Foreign Subsidiaries, to enter into Letter of Credit Requests, and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes, to consummate the Refinancing and to authorize the execution, delivery and performance of the Loan Documents and Acquisition Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. No consent consent, approval or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactionsborrowings hereunder, the borrowings and other extensions of credit hereunder Refinancing or with the execution, delivery, performance, validity or enforceability of this Agreement or any delivery and performance of the Loan Documents or Acquisition Documents to which any Loan Party is a party or in connection with the transactions contemplated thereby, other Loan Documents, except than (a) with respect to (i) the Acquisition, the filings listed on Schedule 6.4, and (ii) ------------ with respect to the Refinancing, the filings listed on Schedule 6.4.B in order -------------- to release all outstanding Liens on the properties and assets of the Borrower and the Loan parties (other than Liens permitted by subsection 9.3), (b) filings and recordings in order to perfect the Liens in favor of the Agent for the benefit of the Lenders created by the Mortgages and the recording of the Mortgages in the appropriate recording office, (c) such orders, consents, authorizationsapprovals and authorizations of, filings and all notices described in Schedule 3.4and all written assumptions of obligations to, Governmental Authorities and any other Persons which consents, authorizations, filings and notices have been obtained heretofore obtained, made or made given and are in full force and effect, and complete and correct copies of which have heretofore been furnished to the Agent, (iid) the filings referred to in Section 3.19 and (iii) consentsany consent, notices and filings which approval, authorization, filing or notice, the failure of which to make or obtain could would not reasonably be expected to have a Material Adverse Effect, (e) filings of Uniform Commercial Code financing statements listed in Schedule 6.18 in the appropriate filing offices in the appropriate jurisdictions in favor ---- of the Agent for the benefit of the Lenders in order to perfect the Liens of the Agent for the benefit of the Lenders created by the Security Documents and (f) filings related to any trademarks of the Borrower or its Subsidiaries to perfect the Liens of the Agent for the benefit of the Lenders created by any Subsidiary Trademark Security Agreement. Each This Agreement and the Purchase Agreement each has been, and each other Loan Document has been and Acquisition Document to which any Loan Party is or will be a party will be, duly executed and delivered on behalf of each such Loan Party that is a party thereto. This Agreement and the Purchase Agreement each constitutes, and each other Loan Document upon execution and Acquisition Document to which any Loan Party is or will be a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, thereto enforceable against each such Loan Party it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party and the Completion Guarantor has the corporate or business trust limited liability company power and authority, and the legal right, to make, deliver and perform the Loan Documents and the other Operative Documents to which it is a party and to carry out the transactions contemplated thereby and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party and the Completion Guarantor has taken all necessary corporate action or other organizational action limited liability company action, as the case may be, to authorize the execution, delivery and performance of the Loan Documents and the other Operative Documents to which it is a party and, in the case of the BorrowerBorrower and Capital Corp., to authorize the borrowings and other extensions issuances of credit Indebtedness on the terms and conditions of this Loan Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan other Operative Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any Person (other Person than a Loan Party whose written consent has been obtained) is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement Loan Agreement, any of the Loan Documents or any of the other Loan Operative Documents, except (iA) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices notices, unless otherwise indicated on Schedule 4.4, have been obtained or made and are in full force and effect, effect and (iiB) the filings and actions referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect5.1(s). Each Loan Document and other Operative Document has been duly executed and delivered on behalf of the Completion Guarantor and each Loan Party party thereto. This Loan Agreement constitutes, and each other Loan Document, Project Document and Operative Document upon execution will constitute, a legal, valid and binding obligation of the Completion Guarantor and each Loan Party party thereto, enforceable against the Completion Guarantor and each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party andand the creation of all Liens provided for therein: (a) are within such Person’s power; (b) have been duly authorized by all necessary corporate, limited liability company or limited partnership action; (c) do not contravene any provision of such Person’s charter, bylaws or partnership or operating agreement as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the case breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any material indenture, mortgage, deed of trust, material lease, loan agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the Borrowerproperty of such Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in ; and (g) do not require the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, approval of any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsPerson, except (i) consentsthose referred to in Section 3.1 of the Existing Credit Agreement, authorizations, filings and notices described in Schedule 3.4, all of which consents, authorizations, filings and notices will have been obtained duly obtained, made or made and are in full force and effectcomplied with prior to the Closing Date, (ii) the filings referred to in Section 3.19 4.25 and (iii) consents, authorizations, filings and notices obtained or made in the ordinary course of business (except with respect to the incurrence and filings which repayment of the failure to make Loans, the Liens granted under the Collateral Documents or obtain could not reasonably be expected to have a Material Adverse Effectany other material rights of Agent and the Lenders under the Loan Documents). Each of the Loan Document has been Documents shall be duly executed and delivered on behalf of by each Loan Credit Party that is a party thereto. This Agreement constitutesthereto and, and each other such Loan Document upon execution will constitute, shall constitute a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party it in accordance with its terms, except as to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party andparty, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes, to consummate the Plan of Reorganization and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. No consent consent, approval or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactionsborrowings hereunder, the borrowings and other extensions Plan of credit hereunder Reorganization or with the execution, delivery, performance, validity or enforceability of this Agreement or any and performance of the Loan Documents or the Plan of Reorganization to which any Loan Party is a party or in connection with the transactions contemplated thereby, other Loan than (a) filings and recordings in order to perfect the Liens in favor of the Agent for the benefit of the Lenders created by the Security Documents, except (ib) such orders, consents, authorizationsapprovals and authorizations of, filings and all notices described in Schedule 3.4and all written assumptions of obligations to, Governmental Authorities and any other Persons which consents, authorizations, filings and notices have been obtained heretofore obtained, made or made given and are in full force and effect, and complete and correct copies of which have heretofore been furnished to the Agent, (iic) the filings referred to in Section 3.19 and (iii) consentsany consent, notices and filings which approval, authorization, filing or notice, the failure of which to make or obtain could would not reasonably be expected to have a Material Adverse Effect, (d) filings of Uniform Commercial Code financing statements listed in Schedule 4.3 in the appropriate filing offices in the appropriate jurisdictions in favor of the Agent for the benefit of the Lenders in order to perfect the Liens of the Agent for the benefit of the Lenders created by the Security Documents and (e) filings related to any trademarks of the Borrower or its Subsidiaries to perfect the Liens of the Agent for the benefit of the Lenders created by any Subsidiary Trademark Security Agreement. Each This Agreement has been, and each other Loan Document has been to which any Loan Party is or will be a party will be, duly executed and delivered on behalf of each such Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution to which any Loan Party is or will be a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, thereto enforceable against each such Loan Party it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ creditor's rights generally and by general equitable principles (whether whenever enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party hereunder and has taken all necessary corporate action or to authorize the borrowings and other organizational action extensions of credit hereunder on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, as a condition precedent to the borrowings and or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this the Loan Documents. This Agreement or any of the has been, and each other Loan DocumentsDocument to which it is a party will be, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party hereto or thereto. This Agreement constitutes, and each other Loan Document upon execution will constituteto which it is a party constitutes, a legal, valid and binding obligation of each Loan Party that is a party hereto or thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. No Legal Bar. The execution, delivery and performance by the Borrower of the Loan Documents, the borrowings and other extensions of credit hereunder and the use of the proceeds thereof and the consummation of the Transaction will not (or, with respect to the consummation of the Transaction, did not) (a) violate any Requirement of Law or Contractual Obligation of any Loan Party or of any of its Subsidiaries except (other than with respect to Security Documents or the organizational and governing documents of such Loan Party or Subsidiaries)., as would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (b) result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation (other than those Liens created by the Loan Documents). 36

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and Agreement. Except as would not reasonably be expected to grant the security interests and Liens as provided in the Loan Documentshave a Material DB1/ 120677560.3 Adverse Effect, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4notices, which consents, authorizations, filings and notices have been obtained or, within any period set forth in the relevant Security Document, will be obtained or made and are or will be in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which effect or the failure to make or obtain could which would not reasonably be expected to have a Material Adverse Effect, (ii) filings to perfect the Liens created by the Security Documents, (iii) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Parent and its Subsidiaries the obligor in respect of which is the United States of America or any department, agency or instrumentality thereof, and (iv) the filings referred to in Section 5.17. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and the implied covenants of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other power and authority, and the legal right, to make, deliver and perform the Loan Documents and the FRS Acquisition Documentation to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents and the FRS Acquisition Documentation to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or material consent or authorization of, filing with, notice to or other act by or in respect of any other Person is required in connection with the consummation of the TransactionsFRS Acquisition, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, Documents or any of the FRS Acquisition Documentation except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have been obtained or made (in each case, to the extent the related assets have been acquired by a Group Member) and are in full force and effecteffect or, to the extent contemplated by the FRS Acquisition Agreement, a managing, operating or sub- contracting arrangement or other relationship has been established in lieu thereof with respect to that portion of the business of the Group Members to which such consent, authorization, filing or notice relates, (ii) the filings referred to in Section 3.19 4.19 and (iii) with respect to the FRS Acquisition only (A) immaterial consents, authorizations or filings with Governmental Authorities and (B) consents, authorizations of or filings with or notices and to Governmental Authorities with respect to Environmental Permits which pursuant to applicable law may be made after the transfer of the assets or operations to which such Environmental Permits relate (which consents, authorizations of, filings which the failure with or notices to make or obtain could not reasonably will be expected to have a Material Adverse Effectobtained in accordance with Section 6.14). Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other power and authority, ; and the legal right, to makeexecute, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions borrow hereunder and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the borrowings on the terms and conditions of this Agreement and the Notes to which it is a party and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case party. Each of the BorrowerCompany and U.K. Acquisition II has the corporate power and authority, and the legal right, to authorize consummate the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsTransactions. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required with respect to the Company or any of its Subsidiaries in connection with the borrowings hereunder of the consummation of the TransactionsTransactions or, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsDocuments to which it is a party, except (i) for consents, authorizationsfilings, filings and notices described in Schedule 3.4, authorizations or approvals which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, and except for (i) any such approvals which will be set forth in the Offer Documents as conditions to the Tender Offer and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which other approvals the failure to make or obtain which could not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been, and each other Loan Document has been or when executed pursuant hereto will be, duly executed and delivered on behalf of each of the applicable Loan Party party theretoParties. This Agreement constitutes, and each other Loan Document upon execution will constitute, to which a Loan Party is a party constitutes a legal, valid and binding obligation of each Loan Party party thereto, such Person enforceable against each such Loan Party Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and by an implied covenant of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Subject to entry by the Bankruptcy Court of the Interim Order and the Final Order and to the terms thereof, each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate borrow hereunder. Subject to entry by the Transactions Bankruptcy Court of the Interim Order and the Final Order and to borrow and obtain other extensions of credit hereunder. Each the terms thereof, each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement Agreement. Other than entry by the Bankruptcy Court of the Interim Order and the Final Order and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No thereof, no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or Agreement, any of the other Loan Documents or the Administrative Agent’s or Lenders’ rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Orders and the Security Documents, except (i) consentsas required by the Interim Order and the Final Order. Subject to the entry by the Bankruptcy Court of the Interim Order and the Final Order and to the terms thereof, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited subject to entry by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement Bankruptcy Court of creditors’ rights generally the Interim Order and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)the Final Order and to the terms thereof.

Corporate Power; Authorization; Enforceable Obligations. Each ------------------------------------------------------- Loan Party has the corporate or business trust power and authority, and the legal le gal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the TransactionsPensar Acquisition, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.48.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) other consents required in connection with the filings referred to in Section 3.19 and (iii) consentsPensar Acquisition, notices and filings which the failure to make or obtain which could not reasonably be expected to have a Material Adverse Effect, and (iii) the filings referred to in Section 8.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform this Agreement, the Loan Documents Note and each other Financing Document to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow hereunder and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or to authorize the borrowings on the terms and conditions of this Agreement, the Note and each other organizational action Financing Document to which it is a party and to authorize the execution, delivery and performance of this Agreement, the Loan Documents Note and each other Financing Document to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. No consent or authorization of, filing withapproval by, notice to to, filing with or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit borrowing hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or the Note or any of other Financing Document. This Agreement has been, and the Note and each other Loan DocumentsFinancing Document to which it is a party will be, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party theretoParty. This Agreement constitutes, and the Note and each other Loan Financing Document upon execution when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).. Section 3,4 No Violations, The execution, delivery and performance of this Agreement and the other Financing Documents, the borrowing hereunder and the use of the proceeds thereof will not violate 21 any Requirement of Law or Contractual Obligation of any Loan Party and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation. Section 3.5

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party and the Completion Guarantor has the corporate or business trust power limited liability company power, as the case may be, and authority, and the legal right, to make, deliver and perform the Loan Documents and the other Operative Documents to which it is a party and to carry out the transactions contemplated thereby and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party and the Completion Guarantor has taken all necessary corporate action or other organizational action limited liability company action, as the case may be, to authorize the execution, delivery and performance of the Loan Documents and the other Operative Documents to which it is a party and, in the case of the BorrowerBorrower and Capital Corp., to authorize the borrowings and other extensions issuances of credit Indebtedness on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan other Operative Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any Person (other Person than a Loan Party) is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement Agreement, any of the Loan Documents or any of the other Loan Operative Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have have, unless otherwise indicated on Schedule 4.4, been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.19. Each Loan Document and other Operative Document has been duly executed and delivered on behalf of the Completion Guarantor and each Loan Party party thereto. This Agreement constitutes, and each other Loan Document, Project Document and Operative Document upon execution will constitute, a legal, valid and binding obligation of the Completion Guarantor and each Loan Party party thereto, enforceable against the Completion Guarantor and each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate (or business trust equivalent) power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and to consummate the Transactions and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action (or other organizational equivalent) action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and the consummation of the Transactions and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by any Loan Party in connection with the consummation of the Transactions, Transactions and the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.46.4 and Schedule 6.19(b), which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 Schedule 6.19(a)-1 and Schedule 6.19(a)-3 and (iii) those approvals, consents, exemptions, authorizations or other actions, notices and filings which or filings, the failure of which to obtain or make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust requisite power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party party, to consummate the Merger and, in the case of the Holdings and each Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party party, to consummate the Merger and, in the case of the Holdings and each Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the TransactionsMerger, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsDocuments (subject, in the case of any transfer of Pledged Equity, to the obtaining of any third party consents or approvals and the giving of third party notices that may be required), except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) consents, authorizations, filings and notices in connection with contracts (other than agreements governing Secured Mortgage Indebtedness) that are not, individually or in the aggregate, material to the operations of any Borrower and which the failure to obtain or make could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (iii) the consents listed on Schedule 4.4 which have not been obtained or made and which the failure to obtain or make could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (iv) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions obtain Loans and to borrow Letters of Credit hereunder, and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings Loans and other extensions Letters of credit Credit extended to it, if any, on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsany promissory notes requested hereunder. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each Borrower, with the other Loan DocumentsLoans and Letters of Credit extended to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.47.4 to this Agreement, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to the Closing Date, (iib) filings to perfect the filings referred to in Section 3.19 Liens created by the Security Documents, and (iiic) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ’’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, authority to make, deliver and perform the First Lien Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions or have Letters of credit Credit issued hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the First Lien Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and Agreement. Except as would not reasonably be expected to grant the security interests and Liens as provided in the Loan Documentshave a Material Adverse Effect, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other First Lien Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have been obtained or made and are (except to the extent not yet required to have been obtained or made), each of which is in full force and effect, effect or the failure to obtain which would not reasonably be expected to have a Material Adverse Effect and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.17. Each First Lien Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other First Lien Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and the implied covenants of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each -------------------------------------------------------------------- Loan Party has the corporate or business trust other power and authority, and the legal right, to makeexecute, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions borrow hereunder and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the borrowings on the terms and conditions of this Agreement and the Notes to which it is a party and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required with respect to the Company or any of its Subsidiaries in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsDocuments to which it is a party, except for (i) consents, authorizationsfilings, filings and notices described in Schedule 3.4, authorizations or approvals which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which approvals the failure to make or obtain which could not reasonably be expected to have a Material Adverse EffectEffect and (iii) the filings referred to Section 8.20. Each This Agreement has been, and each other Loan Document has been or when executed pursuant hereto will be, duly executed and delivered on behalf of each of the applicable Loan Party party theretoParties. This Agreement constitutes, and each other Loan Document upon execution will constitute, to which a Loan Party is a party constitutes a legal, valid and binding obligation of each Loan Party party thereto, such Person enforceable against each such Loan Party Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and by an implied covenant of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Credit Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform this Agreement, any of the Notes, the other Loan Documents to which it is a party and the Camden Acquisition Documents to which it is a party and, in the case of with respect to the Borrower, to consummate the Transactions borrow hereunder and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action to authorize the borrowings on the terms and conditions of, or the granting of any security interests under, this Agreement, any of the Notes and the other organizational action Loan Documents and to authorize the execution, delivery and performance of this Agreement, any of the Notes, the other Loan Documents to which it is a party and, in and the case of the Borrower, Camden Acquisition Documents to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentswhich it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of, or the granting of any security interests under, this Agreement or Agreement, any of the Notes or the other Loan DocumentsDocuments to which any Credit Party is a party or to the Camden Acquisition Documents to which it is a party, except (i) consentsfor those set forth on Schedule 5.4, authorizations, filings and notices described in Schedule 3.4, each of which consents, authorizations, filings and notices have been obtained made or made taken and are in full force and effect. This Agreement, (ii) any Note, each of the filings referred to in Section 3.19 other Loan Documents and (iii) consents, notices and filings which each of the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document Camden Acquisition Documents has been duly executed and delivered on behalf of each Loan the Credit Party party thereto. This Agreement constitutesAgreement, any Note, each of the other Loan Documents, each of the Transaction Documents, each of the Acquisition Documents and each other Loan Document upon execution will constitute, of the Camden Acquisition Documents constitutes a legal, valid and binding obligation of each Loan the Credit Party party thereto, thereto enforceable against each such Loan Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Credit Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party, and with respect to the Security Documents to which it is a party andto grant the Liens pursuant thereto. HCC has the corporate power and authority, in and the case of the Borrowerlegal right, to consummate borrow hereunder and has taken all necessary corporate action to authorize the Transactions borrowings on the terms and to borrow conditions of this Agreement, the Notes and obtain other extensions of credit hereunderthe Applications. Each Loan Credit Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party, and with respect to the Security Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens pursuant thereto. Except as provided in the Loan Documentsdisclosed on Schedule V to this Agreement, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (other than consents under contracts the failure to obtain would not, in the aggregate, reasonably be expected to have a Material Adverse Effect) is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement Agreement, the Notes, the Applications or any of the other Loan Documents or, with respect to the Security Documents, except (i) consentsthe granting of the Liens thereunder. This Agreement has been, authorizationsand each Note, filings each Application and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each each other Loan Document has been will be, duly executed and delivered on behalf of each Loan Party the Credit Parties party thereto. This Agreement constitutes, and each Note, each Application and each other Loan Document upon execution when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party the Credit Parties party thereto, thereto enforceable against each such Loan Party Credit Parties in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The execution, delivery and performance by Borrower of the Loan Documents and the creation of all Liens provided for therein: (1) are within Borrower’s corporate power; (2) have been duly authorized by all necessary or proper corporate and shareholder action; (3) do not contravene any provision of Borrower’s constating documents or bylaws; (4) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (5) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which it Borrower is a party and, or by which Borrower or any of its property is bound; (6) do not result in the case creation or imposition of any Lien upon any of the Borrowerproperty of Borrower other than those in favour of Agent, on behalf of Lender, pursuant to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in ; and (7) do not require the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, approval of any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsPerson, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings those referred to in Section 3.19 and (iii) consents2.1(3), notices and filings all of which will have been duly obtained, made or complied with prior to the failure Closing Date. On or prior to make or obtain could not reasonably be expected to the Closing Date, each of the Loan Documents shall have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, by Borrower thereto and each other such Loan Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party thereto, Borrower enforceable against each such Loan Party it in accordance with its terms, except as enforceability may be limited by subject to (i) applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium or reorganization and other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally generally, (ii) the equitable and by general equitable principles statutory powers of the courts of appropriate jurisdiction to stay proceedings before them, to stay the execution of judgments and to award costs, (whether enforcement is sought by proceedings iii) the discretion of such courts as to the granting of remedies of specific performance and injunction and (iv) the restriction that Canadian courts can only render judgments in equity or at law)Canadian currency.