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. (a) 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 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. Agreement. (b) 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 4.17. (iiic) 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 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 termsterms (provided that, with respect to the creation and perfection of security interests with respect to the Capital Stock of Foreign Subsidiaries, only to the extent enforceability of such obligation with respect to which Capital Stock is governed by the Uniform Commercial Code), 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 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 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, 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 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 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 (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 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 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 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. (a) 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 borrow or have Letters of Credit issued hereunder, except in each case (other than with respect to the Transactions and Borrower), to borrow and obtain other extensions of credit hereunderthe extent such failure to do so would not reasonably be expected to have a Material Adverse Effect. 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 in each case (other than with respect to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary GuarantorBorrower), to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and extent such failure to grant the security interests and Liens as provided in the Loan Documents. do so would not reasonably be expected to have a Material Adverse Effect. (b) 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 4.17. (iiic) 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 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 termsterms (provided that, with respect to the creation and perfection of security interests with respect to the Capital Stock of Foreign Subsidiaries, only to the extent enforceability of such obligation with respect to which Capital Stock is governed by the Uniform Commercial Code), 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 (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 organizational powers; (ii) have been duly authorized by all necessary corporate, limited liability company or partnership 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 of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the FRB), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any lawful Contractual Obligation of such Loan Party or any of its Subsidiaries, other than in the case of the Borrowerthis clause (C) any such conflict, 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 Documentsbreach, anddefault, 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 termination 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 acceleration that could not reasonably be expected to have a Material Adverse Effect. Each , or (D) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Security Instruments; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than (A) routine tax filings, of which the failure to so file will not result in any Loan Document being unenforceable against, or the performance of any Loan Document being impaired in any way with respect to, any Loan Party, (B) those listed on Schedule 5.02 or that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 4.02, and each of which on the Closing Date will be in full force and effect and, (C) with respect to the Collateral, filings required to perfect the Liens created by the Security Instruments. (b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered on behalf of by each Loan Party who is a party thereto. This Agreement constitutesis, and each the other Loan Document upon execution Documents will constitutebe, a when delivered, the legal, valid and binding obligation of each Loan Party who 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, reorganization, moratorium or similar other laws affecting the enforcement of creditors’ rights generally and by subject to general equitable principles (of equity, regardless of whether enforcement 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, 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, 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 3.44.4, 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 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 moratorium, fraudulent transfer or 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 (a) The execution, delivery and performance by each Warnaco Entity of the Loan Documents to which it is a party andand the consummation of the transactions contemplated thereby, including the obtaining of the Loans and the creation and perfection of the Liens on the Collateral as security therefor: (i) are within such Warnaco Entity’s corporate, limited liability company, partnership or other powers; (ii) have been or, at the time of delivery thereof pursuant to Article III will have been, duly authorized by all necessary corporate, limited liability company, unlimited liability company or partnership, as the case may be, action, including the consent of shareholders, partners and members where required; (iii) do not and will not (A) contravene such Warnaco Entity’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Warnaco Entity (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 Warnaco Entity, (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 such Warnaco Entity or any of its Subsidiaries, or (D) result in the creation or imposition of any Lien upon any of the Borrowerproperty of such Warnaco Entity or any of its Subsidiaries, other than those in favor of the Secured Parties 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 (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 Person, other than those listed on Schedule 4.2 (Consents) and which have been or will be, prior to the Closing Date, obtained or made (without the imposition of any conditions that are not reasonably acceptable to the Agents), copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1, and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required in connection with to perfect the consummation of Liens created by the TransactionsCollateral Documents. (b) This Agreement has been, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any 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 will have been obtained or made and are in full force and effectupon delivery thereof hereunder, (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 each Loan Party Warnaco Entity party thereto. . (c) 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 Warnaco Entity party thereto, enforceable against each such Loan Party Warnaco Entity in accordance with its terms. (d) For so long as the Senior Note Indenture is in effect or any Senior Notes are outstanding, except each Borrowing, Issuance of a Letter of Credit and financial accommodation made under the U.S. Facility and each delivery by the Borrower of a Borrowing Base Certificate constitutes a representation and warranty by each of Group and the Borrower that, as enforceability may be limited of the date of such Borrowing, Issuance, financial accommodation or delivery, as the case maybe (both before and after giving effect to such Borrowing, Issuance or financial accommodation, if applicable), the financial accommodations provided to the Borrower hereunder, both by applicable bankruptcythemselves and together with the financial accommodations provided to the U.S. Borrower under the U.S. Facility and the guaranty by the U.S. Loan Parties under the U.S. Loan Party Canadian Facility Guaranty, insolvencydo not violate the debt incurrence restrictions set forth in the Senior Note Indenture or any other Senior Note Document. Without limitation of the foregoing, reorganizationeach of Group and the Borrower represents and warrants that (i) each Borrowing, moratorium or similar laws affecting the enforcement Obligations with respect to each Letter of creditors’ rights generally Credit and the guaranty by general equitable principles the U.S. Loan Parties of the Secured Obligations pursuant to the U.S. Loan Party Canadian Facility Guaranty is Permitted Debt (whether enforcement as defined in the Senior Note Indenture) and is sought by proceedings permitted under Section 4.09 of the Senior Note Indenture, (ii) as of the Closing Date there are in equity or at lawexistence no Credit Facilities (as defined in the Senior Note Indenture) other than this Agreement, the U.S. Facility and the Italian Debt Facility and (iii) as of the Closing Date each Credit Facility (as defined in the Senior Note Indenture) other than this Agreement and the U.S. Facility is permitted under Section 4.09 of the Senior Note Indenture (other than under clause (b) thereof).

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 Warnaco Entity of the Loan Documents to which it is a party andand the consummation of the transactions contemplated thereby, including the obtaining of the Loans and the creation and perfection of the Liens on the Collateral as security therefor: (i) are within such Warnaco Entity’s corporate, limited liability company, partnership or other powers; (ii) have been or, at the time of delivery thereof pursuant to Article III will have been, duly authorized by all necessary corporate, limited liability company or partnership, as the case may be, action, including the consent of shareholders, partners and members where required; (iii) do not and will not (A) contravene such Warnaco Entity’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Warnaco Entity (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 Warnaco Entity, (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 such Warnaco Entity or any of its Subsidiaries, or (D) result in the creation or imposition of any Lien upon any of the Borrowerproperty of such Warnaco Entity or any of its Subsidiaries, other than those in favor of the Secured Parties 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 (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 Person, other than those listed on Schedule 4.2 (Consents) and which have been or will be, prior to the Closing Date, obtained or made (without the imposition of any conditions that are not reasonably acceptable to the Agents), copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1, and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required in connection with to perfect the consummation of Liens created by the TransactionsCollateral Documents. (b) This Agreement has been, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any 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 will have been obtained or made and are in full force and effectupon delivery thereof hereunder, (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 each Loan Party Warnaco Entity party thereto. . (c) 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 Warnaco Entity party thereto, enforceable against each such Loan Party Warnaco Entity in accordance with its terms. (d) For so long as the Senior Note Indenture is in effect or any Senior Notes are outstanding, except each Borrowing, Issuance of a Letter of Credit and financial accommodation made under the Canadian Facility and each delivery by the Borrower of a Borrowing Base Certificate constitutes a representation and warranty by each of Group and the Borrower that, as enforceability may be limited of the date of such Borrowing, Issuance, financial accommodation or delivery, as the case maybe (both before and after giving effect to such Borrowing, Issuance or financial accommodation, if applicable), the financial accommodations provided to the Borrower hereunder, both by applicable bankruptcythemselves and together with the financial accommodations provided to the Canadian Borrower under the Canadian Facility and the guaranty by the Loan Parties under the Loan Party Canadian Facility Guaranty, insolvencydo not violate the debt incurrence restrictions set forth in the Senior Note Indenture or any other Senior Note Document. Without limitation of the foregoing, reorganizationeach of Group and the Borrower represents and warrants that (i) each Borrowing (including each Borrowing under a Facility Increase), moratorium or similar laws affecting the enforcement Obligations with respect to each Letter of creditors’ rights generally Credit and the guaranty by general equitable principles the Loan Parties of the Canadian Secured Obligations pursuant to the Loan Party Canadian Facility Guaranty is Permitted Debt (whether enforcement as defined in the Senior Note Indenture) and is sought by proceedings permitted under Section 4.09 of the Senior Note Indenture, (ii) as of the Closing Date there are in equity or at lawexistence no Credit Facilities (as defined in the Senior Note Indenture) other than this Agreement, the Canadian Facility and the Italian Debt Facility and (iii) as of the Closing Date each Credit Facility (as defined in the Senior Note Indenture) other than this Agreement and the Canadian Facility is permitted under Section 4.09 of the Senior Note Indenture (other than under clause (b) thereof).

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 any Term 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 DocumentsNotes. 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. (a) Each Loan Party and Local Borrowing Subsidiary has the corporate or business trust other organizational power and authorityauthority to execute and deliver, and the legal rightperform its obligations under, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate borrow or have Letters of Credit or Acceptances issued hereunder, except in each case (other than with respect to the Transactions and Borrower) to borrow and obtain other extensions of credit hereunderthe extent such failure to do so would not reasonably be expected to have a Material Adverse Effect. Each Loan Party and Local Borrowing Subsidiary has taken all necessary corporate action or other organizational action to authorize the executionexecution and delivery of, delivery and the performance of its obligations under, 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 Agreement, except in each case (other than with respect to grant the security interests and Liens as provided in Borrower) to the Loan Documents, and, in the case of each Subsidiary Guarantor, extent such failure to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and do so would not reasonably be expected to grant the security interests and Liens as provided in the Loan Documents. have a Material Adverse Effect. (b) No consent or authorization of, filing with, or notice to or other act by or in respect ofto, any Governmental Authority or any other Person is required in connection with to be obtained or made by any Loan Party or Local Borrowing Subsidiary for the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the executionsuch Loan Party’s or Local Borrowing Subsidiary’s execution and delivery of, deliveryor performance of its obligations under, performance, or validity or enforceability of of, this Agreement or any of the other Loan DocumentsDocuments to which it is party, as against or with respect to such Loan Party or Local Borrowing Subsidiary, as applicable, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which (ii) consents, authorizations, filings and notices which have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, authorizations, filings and notices and filings which the failure of which to make or obtain could would not reasonably be expected to have a Material Adverse Effect. Effect and (iv) the filings referred to in Section 4.17. (c) Each Loan Document has been duly executed and delivered on behalf of each Loan Party and Local Borrowing Subsidiary that is a party thereto. This Assuming the due authorization of, and execution and delivery by, the parties thereto (other than the applicable Loan Parties or Local Borrowing Subsidiary), this Agreement constitutes, and each other Loan Document upon execution and delivery by each Loan Party or Local Borrowing Subsidiary that is a party thereto will constitute, a legal, valid and binding obligation of each such Loan Party or Local Borrowing Subsidiary, as applicable, that is a party thereto, enforceable against each such Loan Party or Local Borrowing Subsidiary, as applicable, in accordance with its termsterms (provided, that, with respect to the creation and perfection of security interests with respect to the Capital Stock of Foreign Subsidiaries, only to the extent enforceability thereof is governed by the Uniform Commercial Code), 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, 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 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, 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 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 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 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 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 to general principles of equity. (b) With respect to Agent’s Liens for the benefit of Agent and Lenders in the Collateral: (i) Borrower has rights in and the power to transfer each such item of the Collateral, free and clear of any and all other Liens, other than Permitted Liens; and (ii) no effective security agreement, mortgage, deed of trust, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral (other than Permitted Liens) is or will be on file or of record in any public office, except those filed by general equitable principles (whether enforcement is sought by proceedings Borrower in equity or at law)favor of Agent, for the benefit of Agent and Lenders, pursuant to the terms of this Agreement and the other Loan Documents.

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. (a) 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 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. Agreement. (b) 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 4.17. (iiic) 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 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 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 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 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 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 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 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 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, Except as set forth 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 Schedule 4.2: (a) The execution, delivery and performance by the Borrower and each Guarantor of the Loan Documents to which it is a party andand the consummation of the transactions related to the financing contemplated hereby: (i) are within its limited partnership, limited liability company or corporate powers, as applicable; (ii) have been duly authorized by all necessary limited partnership, limited liability company or corporate action, as applicable; (iii) do not and will not (A) contravene its respective certificate of limited partnership or partnership agreement, certificate of limited liability company or limited liability company agreement, or certificate of incorporation or by-laws, as applicable, (B) upon entry of the Financing Order by the Bankruptcy Court violate any other applicable or enforceable Requirement of Law, or any applicable or enforceable order or decree of any Governmental Authority or arbitrator, (C) 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 BorrowerBorrower or any Guarantor, the effect of which will not be subject to authorize the borrowings and automatic stay pursuant to section 362 of the Bankruptcy Code or (D) result in the creation or imposition of any Lien upon any of its property other extensions than Liens in favor of credit on the terms and conditions of this Agreement and Lender pursuant to grant the security interests and Liens as provided in the Loan Documents, ; and, in (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 or other act to, acts by or in respect offiling or registration with, any Governmental Authority or any other Person is Person, except as otherwise ordered by the Bankruptcy Court or required in connection with by the consummation of Bankruptcy Code or the TransactionsBankruptcy Rules. (b) This Agreement has been, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any 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 will have been obtained or made and are in full force and effectupon delivery thereof pursuant to Section 3.1, (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 Credit Party party thereto. This Agreement constitutes, and each the other Loan Document upon execution Documents will constitutebe, a when delivered pursuant hereto, the legal, valid and binding obligation of each Loan Party party theretosuch Credit Party, 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 terms and the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)Financing Order.

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 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 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 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 4.19 and (iii) 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 Loan Document This Agreement has been duly executed by the Borrower, and each of the other Loan Documents have been, or will be, 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 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 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 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 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 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 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 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 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, 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 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 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 Parent 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 Parent 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 the other Loan DocumentsParent Borrower, 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 the Parent 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 Parent 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 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 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 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 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 The execution, delivery and performance by each Transaction Party has the corporate or business trust power and authority, of this Agreement and the legal right, to make, deliver and perform the Loan other Related Documents to which it is a party andand the creation and perfection of all Transfers and Liens provided for herein and therein, the exercise by Buyer or its assigns of any of its rights and remedies under any Related Document to which it is a party: (i) are within such Transaction Party’s corporate power; (ii) have been duly authorized by all necessary corporate or other action; (iii) do not contravene any provision of such Transaction Party’s articles or certificate of incorporation or by-laws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority except to the extent such violation could not reasonably be expected to result in a Material Adverse Effect; (v) do not contravene, or cause such Transaction Party to be in default under, any contractual restriction contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note (other than, in the case of the BorrowerParent, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action Convertible Senior Notes) or other organizational action to authorize agreement or instrument binding on or affecting such Transaction Party or its property; (vi) do not result in the execution, delivery and performance creation or imposition of any Adverse Claim upon any of the Loan Documents to which it is a party and, in property of such Transaction Party; and (vii) do not require 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, 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) consents3.01(b), notices and filings all of which will have been duly obtained, made or complied with prior to the failure Effective Date. At or prior to make or obtain could not reasonably be expected to the Effective Date, each of the Related Documents shall have a Material Adverse Effect. Each Loan Document has been duly executed and delivered by or on behalf of the Transaction Party intended to be party thereto and on the Closing Date each Loan Party party thereto. This Agreement constitutes, and each other Loan such Related Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party theretosuch Transaction Party, enforceable against each such Loan Party it in accordance with its terms, except subject, as enforceability may be limited by to enforceability, to (A) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement enforceability of creditors’ rights generally and by (B) general equitable principles (principles, whether enforcement is sought by proceedings applied in equity a proceeding at law or at law)in equity.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party (a) HCNA 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. Each Borrower has the corporate 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, and to borrow hereunder 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 the Notes and to grant authorize the security interests execution, delivery and Liens as provided in performance of the Loan Documents, and, in the case of each Subsidiary Guarantor, Documents 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. which it is a party. (b) 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, made or accomplished by HCNA or any Borrower in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity delivery or enforceability of this Agreement or any performance of the Loan Documents to which HCNA or such Borrower is a party, other Loan Documents, except than (i) such consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are remain in full force and effect, effect and (ii) at all times after the filings referred to in Section 3.19 and (iii) Closing Date, such consents, authorizations, filings or notices and filings which the failure of which to make or obtain be made could not reasonably be expected to have a Material Adverse Effect. Each . (c) This Agreement has been, and each other Loan Document to which it is a party has been or will be, duly executed and delivered on behalf of HCNA and each Loan Party party thereto. Borrower. (d) This Agreement constitutes, and each other Loan Document upon execution to which it is a party constitutes or when executed and delivered will constitute, a legal, valid and binding obligation of HCNA and each Loan Party party thereto, Borrower enforceable against each HCNA or such Loan Party Borrower, 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 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 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 The ------------------------------------------------------- execution, delivery and performance by Borrowers and the Significant Subsidiaries 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, andAncillary Agreements and all instruments and documents to be delivered by Borrowers and the Significant Subsidiaries, to the extent they are parties thereto, hereunder and thereunder and the creation of all Liens provided for herein and therein: (i) are within Borrowers' and the Significant Subsidiaries' corporate power; (ii) have been duly authorized by all necessary or proper corporate action; (iii) are not in contravention of any provision of Borrowers' or the Significant Subsidiaries' respective certificates or articles of incorporation or by-laws or other constitutive 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 material breach or termination of, constitute a material default under or accelerate any performance required by, any indenture, mortgage, deed of each Subsidiary Guarantortrust, lease, agreement or other instrument to guarantee the Obligations which Borrowers or any of the Borrower on the terms and conditions Significant Subsidiaries is a party or by which Borrowers or any of the applicable Loan Documents Significant Subsidiaries or any of their property is bound; (vi) will not result in the creation or imposition of any Lien upon any of the property of Borrowers or any of the Significant Subsidiaries other than those in favor of the Agent and the Lenders, all pursuant to grant the security interests and Liens as provided in the Loan Documents. No ; and (vii) do not require the 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 Person. At or prior to the consummation Closing Date, each 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 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 for the benefit of or on behalf of each Loan Party party thereto. This Agreement constitutesBorrowers or the Significant Subsidiaries, 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 Significant Subsidiaries, to the extent they are parties thereto, enforceable against each such Loan Party them in accordance with its terms, terms except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium or reorganization and other similar laws affecting the enforcement of creditors’ ' rights generally generally, and (ii) as such enforceability may be limited by general equitable principles (of equity, regardless of whether enforcement is sought by proceedings asserted in a proceeding in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Borrower and the Guarantors and, at the time it becomes a party hereto and in its capacity as a Loan Party hereunder, TSI has the corporate or business trust requisite power and authority, and the legal right, to make, deliver and perform the Loan Documents and Acquisition 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 of the Borrower and the Guarantors and, at the time it becomes a party hereto and in its capacity as a Loan Party hereunder, TSI has taken all necessary corporate action or other organizational action 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 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, Acquisition and 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 any Acquisition 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 and Acquisition Documents has been duly executed and delivered on behalf of each of the Borrower and the Guarantors and, at the time it becomes a party hereto and in its capacity as a Loan Party party theretohereunder, TSI. This Agreement constitutes, and each other Loan Document and Acquisition Documents upon execution will constitute, a legal, valid and binding obligation of each of the Borrower and the Guarantors and, at the time it becomes a party hereto and in its capacity as a Loan Party party theretohereunder, TSI, 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 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 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 DocumentsApplications. 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 hereunder, except for (i) 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, (ii) filings to perfect the filings referred to in Section 3.19 and Liens created by the Security Documents, (iii) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. ss. 3727 et seq.), in respect of Accounts of the Borrower and its Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (iv) 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 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 (a) The Borrower has the corporate or business trust power and authority, and the legal right, to make, execute and deliver and perform the Loan Documents and perform its obligations thereunder, to which it is a party and, borrow hereunder and to create the Lien contemplated in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunderPledge Agreement. 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, to authorize create that Lien and the borrowings and other extensions of credit contemplated herein on the terms and conditions of set forth in this Agreement and to grant the security interests and Liens as provided in the Loan DocumentsNotes. (b) Except as set forth in Schedule 3.4, 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 in connection with the consummation Borrower's creation of the Transactions, Lien contemplated in the Pledge Agreement or any borrowings and other extensions of credit hereunder or with the executionexecution and delivery of the Loan Documents, delivery, performance, performance by the Borrower of its obligations thereunder or the validity or enforceability of this Agreement or the Loan Documents other than any of the other Loan Documentsforegoing that, except (i) consentsif not obtained, 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 No such consent, authorization or filing is conditioned upon or otherwise imposes any materially burdensome or adverse condition. The documents identified in Schedule 3.4 that have been delivered by the Borrower to the Administrative Agent and each Lender are complete and current copies of all such documents. (c) This Agreement has been, and each other Loan Document has been delivered by the Borrower at the time of its delivery will have been, duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutes, 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 termsthe terms of this Agreement or, as applicable, that Loan Document, 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 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 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 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 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 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 consent, approval 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 delivery and performance of the Loan Documents to which any Loan Party is a party or in connection with the transactions contemplated thereby, other Loan Documentsthan (a) filings and recordings in order to perfect the Liens in favor of the Administrative Agent for the benefit of the Lenders created by the Mortgages and the recording of the Mortgages in the appropriate recording office, 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 with respect to which consents, authorizations, filings and notices the Loan Parties are to be indemnified or which 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 Administrative Agent, (iic) filings of Uniform Commercial Code financing statements listed in Schedule 6.18 or, for other types of collateral with respect to which such filings would not be effective to perfect a security interest, other documents, in the appropriate filing offices in the appropriate jurisdictions in favor of the Administrative Agent for the benefit of the Lenders, (d) filings referred related to in Section 3.19 any trademarks of the Borrower or its Subsidiaries to perfect the Liens of the Administrative Agent for the benefit of the Lenders created by any Subsidiary Trademark Security Agreement and (iiie) consentssuch consents as may be required for the granting of Leasehold Mortgages and Leasehold Encumbrances as listed in Schedule 6.2. This Agreement has been, 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 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’ ' rights generally and by general equitable principles 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 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 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 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 any Senior Interim 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 DocumentsNotes. 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 effect, (ii) prior to or on the filings referred to in Section 3.19 Closing Date and (iiib) 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 of the Borrower and each Subsidiary 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, party. The Borrower has appropriate power and authority to borrow hereunder and 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 DocumentsNotes. Except as set forth in SCHEDULE 3.4, 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 (a) no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority (including any filing, termination of any notice period or consent under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended) is required in connection with the borrowings hereunder or with the execution, delivery or performance by the Borrower or any Subsidiary of, or the validity or enforceability of the Loan Documents and (b) no 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 Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement the Loan Documents or the Acquisition Documents to which the Borrower or any of the Subsidiary is a party. This Agreement 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 the Borrower and each Loan Party party theretoSubsidiary. This Agreement constitutes, and each other Loan Document upon execution to which the Borrower or any Subsidiary, as the case may be, is a party 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 the Borrower or such Loan Party Subsidiary, as the case may be, in accordance with its terms, except as the 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 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 applicable legal power and authority, and the legal right, to make, deliver and perform its respective obligations under the Loan Documents Documents, the Acquisition Documentation, the First Lien Documentation and the Revolving Loan Agreement 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 Documents, Acquisition Documentation, the First Lien Documentation and the Revolving Loan Agreement 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 borrowings hereunder, under the Transactions, First Lien Credit Agreement or under the borrowings and other extensions of credit hereunder Revolving Loan Agreement or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, the Acquisition Documentation, the First Lien Documentation or the Revolving Loan Agreement 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) other than any such consents, authorizations, filings and notices and filings the absence of which the failure to make or obtain could not reasonably be expected to have a Material Adverse EffectEffect and (ii) the filings referred to in Section 4.19 and filings in connection with the First Lien Documentation and Revolving Loan Agreement and related documentation. Each Loan Document and each item of Acquisition Documentation, the First Lien Documentation and the Revolving Loan 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 thereof by the applicable Loan Party 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, 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. (a) Each Loan Party and Local Borrowing Subsidiary has the corporate or business trust other organizational power and authorityauthority to execute and deliver, and the legal rightperform its obligations under, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate borrow or have Letters of Credit or Acceptances issued hereunder, except in each case (other than with respect to the Transactions and Borrower) to borrow and obtain other extensions of credit hereunderthe extent such failure to do so would not reasonably be expected to have a Material Adverse Effect. Each Loan Party and Local Borrowing Subsidiary has taken all necessary corporate action or other organizational action to authorize the executionexecution and delivery of, delivery and the performance of its obligations under, 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 Agreement, except in each case (other than with respect to grant the security interests and Liens as provided in Borrower) to the Loan Documents, and, in the case of each Subsidiary Guarantor, extent such failure to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and do so would not reasonably be expected to grant the security interests and Liens as provided in the Loan Documents. have a Material Adverse Effect. (b) No consent or authorization of, filing with, or notice to or other act by or in respect ofto, any Governmental Authority or any other Person is required in connection with to be obtained or made by any Loan Party or Local Borrowing Subsidiary for the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the executionsuch Loan Party’s or Local Borrowing Subsidiary’s execution and delivery of, deliveryor performance of its obligations under, performance, or validity or enforceability of of, this Agreement or any of the other Loan DocumentsDocuments to which it is party, as against or with respect to such Loan Party or Local Borrowing Subsidiary, as applicable, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which (ii) consents, authorizations, filings and notices which have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, authorizations, filings and notices and filings which the failure of which to make or obtain could would not reasonably be expected to have a Material Adverse Effect. Effect and (iv) the filings referred to in Section 4.17. (c) Each Loan Document has been duly executed and delivered on behalf of each Loan Party and Local Borrowing Subsidiary that is a party thereto. This Assuming the due authorization of, and execution and delivery by, the parties thereto (other than the applicable |US-DOCS\115543490.9|| Loan Parties or Local Borrowing Subsidiary), this Agreement constitutes, and each other Loan Document upon execution and delivery by each Loan Party or Local Borrowing Subsidiary that is a party thereto will constitute, a legal, valid and binding obligation of each such Loan Party or Local Borrowing Subsidiary, as applicable, that is a party thereto, enforceable against each such Loan Party or Local Borrowing Subsidiary, as applicable, in accordance with its termsterms (provided, that, with respect to the creation and perfection of security interests with respect to the Capital Stock of Foreign Subsidiaries, only to the extent enforceability thereof is governed by the Uniform Commercial Code), 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 The execution, delivery and performance by each Borrower of the Loan Documents to which it is a party andparty, and the creation of all Liens provided for herein and therein: (a) are and will continue to be within the Borrower’s power and authority; (b) have been and will continue to be duly authorized by all necessary or proper action; (c) are not and will not be in violation of any Requirement of Law or, except as set forth in Disclosure Schedule 3.3, conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the case creation of any Lien upon any of the properties or assets of Borrower, or give to authorize the borrowings others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Borrower debt or otherwise) or other understanding to which Borrower is a party or by which any property or asset of Borrower is bound or affected or any other Contractual Obligation of Borrower; (d) do not and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided will not result in the Loan Documents, and, in the case creation or imposition of each Subsidiary Guarantor, to guarantee the Obligations any Lien (other than Permitted Encumbrances) upon any of the Borrower on Collateral; and (e) 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 Person. As of 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 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 each Loan Document has shall have been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutesBorrower, and each other such Loan Document upon such execution and delivery shall 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 as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar laws affecting the enforcement of creditors’ rights generally generally. The shares issuable upon exercise of the Warrants, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and non-assessable, free and clear of all Liens imposed by general equitable principles (whether enforcement is sought by proceedings any Borrower other than restrictions on transfer provided for in equity or at law)the Transaction Documents and applicable securities laws.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower and each Subsidiary 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 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 each of the other Loan Documents 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, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or the Loan Documents to which any of the Loan Party is a party other Loan Documents, except than (i) consents, authorizations, filings the consents of landlords to the collateral assignments of leases pursuant to the Assignments of Leases 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) any filings required by the filings referred Uniform Commercial Code in order to in Section 3.19 perfect and/or insure the priority of Liens created pursuant to the Loan Documents. This Agreement has been, 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 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 to which any Loan Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of each such Loan Party party 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.

Corporate Power; Authorization; Enforceable Obligations. (a) Each Loan Borrower and each other Credit Party has the corporate or business trust other organizational 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 BorrowerBorrowers, 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 execution, delivery and performance of the Loan Credit 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 Documentsany Notes or Applications. 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 Credit Party or any other Subsidiary of the 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 the Credit Documents to which the Borrowers and each other Loan DocumentsCredit Party is a party, except for (i) consents, authorizations, notices and filings and notices described in Schedule 3.410.4(a), all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effector have the status described therein, (ii) filings to perfect the filings referred to in Section 3.19 and Liens created by the Security Documents, (iii) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. (S) 3737 et seq.), in respect of Accounts of the Primary Borrower and its Subsidiaries the obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (iv) 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 Loan Document . (b) This Agreement has been been, and each of the other Credit Documents and any other agreement to be entered into by any Credit Party pursuant hereto will be, duly executed and delivered on behalf of each Loan such Credit Party that is party thereto. This Agreement constitutes, and each of the other Loan Document Credit Documents and any other agreement to be entered into by any Credit Party pursuant hereto will constitute upon execution will constituteand delivery, a the legal, valid and binding obligation of each Loan Party party theretosuch Credit Party, enforceable against each such Loan Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by general equitable principles (regardless of whether enforcement is sought by proceedings 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 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. 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, 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 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 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, 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 and the consummation of the transactions contemplated thereby: (i) are within Borrower's corporate, limited liability company, partnership or other powers; (ii) have been duly authorized by all necessary corporate action, including the consent of shareholders where required; (iii) do not and will not (A) contravene Borrower's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other applicable Requirement of Law applicable to which it is a party andBorrower, or any order or decree of any Governmental Authority or arbitrator applicable to 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 material Contractual Obligation of Borrower or any of its Subsidiaries, except where such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (D) result in the creation or imposition of any Lien upon any of the Borrowerproperty of Borrower or any of its Subsidiaries, other than those in favor of Lender pursuant to authorize the borrowings and other extensions of credit on Collateral Documents; and (iv) do not require 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 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 and, with respect to the Collateral, filings required in connection with to perfect the consummation of Liens created by the TransactionsCollateral Documents. (b) This Agreement has been, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any 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 will have been obtained or made and are in full force and effectupon delivery thereof pursuant to the terms of this Agreement, (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 theretoby Borrower. 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 theretoBorrower, enforceable against each such Loan Party 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 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 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 borrowings hereunder of the consummation of the TransactionsRefinancing 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, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which except for 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 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 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 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 Borrower of the Loan Documents to which it is a party andparty, and the creation of all Liens provided for herein and therein: (a) are and will continue to be within the Borrower’s power and authority; (b) have been and will continue to be duly authorized by all necessary or proper action; (c) are not and will not be in violation of any Requirement of Law or, conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the case creation of any Lien upon any of the properties or assets of Borrower, or give to authorize the borrowings others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Borrower debt or otherwise) or other understanding to which Borrower is a party or by which any property or asset of Borrower is bound or affected or any other Contractual Obligation of Borrower; (d) do not and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided will not result in the Loan Documents, and, in the case creation or imposition of each Subsidiary Guarantor, to guarantee the Obligations any Lien (other than Permitted Encumbrances) upon any of the Borrower on Collateral; and (e) except as set forth in Section 8.3, below, 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 Person. As of 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 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 each Loan Document has shall have been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutesBorrower, and each other such Loan Document upon such execution and delivery shall 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 as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar laws affecting the enforcement of creditors’ rights generally generally. The Disbursed Escrow Conversion Shares and all other Shares, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of all Liens imposed by general equitable principles (whether enforcement is sought by proceedings any Borrower other than restrictions on transfer provided for in equity or at law)applicable securities laws.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party of the ------------------------------------------------------- Company and each Designated 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 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 Note, each Application or any other Loan Document except that prior authorization of the SBA is required for any exercise of remedies under the Subsidiary Pledge Agreement with respect to the FinOp common stock pledged thereunder and under the Company Pledge Agreement with respect to the common stock of CONNA Corporation pledged thereunder. This Agreement and each 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 Document 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 Company is a Material Adverse Effect. Each Loan Document party (except the Notes) has been been, and each Note will be, duly executed and delivered on behalf of each Loan Party party theretothe Company. This Agreement constitutes, and each other Loan Document upon execution to which the Company 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 thereto, the Company enforceable against each such Loan Party the Company 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 (a) The Borrower has the corporate or business trust other organizational 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 hereunder 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 Credit Documents to which it is a party and, in the case of the Borrower, to authorize and 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 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 the Borrower or any other Subsidiary of the Parent 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 for (i) consents, authorizations, notices and filings and notices described in Schedule 3.410.4(a), all of which consents, authorizations, filings and notices have been obtained or made or have the status described therein and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) 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 Loan Document . (b) This Agreement has been been, and each of the other Credit Documents and any other agreement to be entered into pursuant hereto will be, duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutes, and each of the other Loan Document Credit Documents and any other agreement to be entered into by the Borrower pursuant hereto will constitute upon execution will constituteand delivery, a the 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, fraudulent conveyance, reorganization, moratorium moratorium, or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by general equitable principles (regardless of whether enforcement is sought by proceedings 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 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. (a) Each Loan Party Person constituting the Borrower has the corporate or business trust power and authority, and the legal right, to make, deliver and perform this Agreement, the Notes and each other Loan Document to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement, the Notes and each other Loan Document to which it is a party and to authorize the execution, delivery and performance of this Agreement, the Notes and each other Loan Document to which it is a party. GSI and Xxxxxxxxxxxx-Xxxx Co. ("BRC") have the corporate power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party Stock Purchase Agreement and, in the case of GSI, the Borrower, to consummate the Transactions Xxxxxxx Subordinated Note and to borrow related Escrow Agreement and obtain other extensions of credit hereunder. Each Loan Party has have taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to Stock Purchase Agreement, Xxxxxxx Subordinated Note and related Escrow Agreement. (b) Except for consents, authorizations, approvals, notices and filings described on Schedule II, all of which it is a party andhave been obtained, in the case of the Borrowermade or waived, 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 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 hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or the Notes or any of the other Loan DocumentsDocument, except the Stock Purchase Agreement, Xxxxxxx Subordinated Note or related Escrow Agreement. (ic) consentsThis Agreement has been, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings each Note 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 theretoPerson constituting the Borrower. The Stock Purchase Agreement, Xxxxxxx Subordinated Note and related Escrow Agreement will be duly executed and delivered on behalf of GSI and BRC as the case may be. (d) This Agreement constitutes, and each Note 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, Person constituting the Borrower 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). The Stock Purchase Agreement, Xxxxxxx Subordinated Note and related Escrow Agreement constitute, a legal, valid and binding obligation of GSI and, in the case of the Stock Purchase Agreement, BRC enforceable against each such 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust requisite 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 and the Permitted 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 and the Permitted Borrower, to authorize the borrowings and other extensions of credit hereunder 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, and (ii) filings in respect of Liens created pursuant to 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 EffectSecurity Documents. 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, fraudulent conveyance, fraudulent transfer, 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 and Holdings 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 and Holdings 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 DocumentsDocuments or with the consummation of the Closing Date Transactions, 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 contemplated by 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 Holdings and each Loan Party party signatory thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of Holdings and each Loan Party party signatory thereto, enforceable against Holdings 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).