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

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties has the corporate or 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 borrow hereunder. Each of the Loan Parties has taken all necessary corporate or other 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 on the terms and conditions of this Agreement. 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 hereunder or the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except consents, authorizations, filings and notices described in Schedule 5.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except to the extent failure to obtain any consents, authorizations, filings, and notices could not, 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 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 of the Loan Parties Credit Party has the corporate or other power and authority, and the legal right, to make, deliver and perform the Loan Documents and each Interest Rate Hedge Agreement to which it is a party and, in the case of the Borrower, and to borrow hereunder. Each of the Loan Parties hereunder and has taken all necessary corporate or other 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 and each Interest Rate Hedge Agreement to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreementparty. 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 hereunder or with the execution, delivery, performance, validity or enforceability of this the Loan Documents and the Interest Rate Hedge Agreements. This Agreement or any of the has been, and each other Loan DocumentsDocument and each Interest Rate Hedge Agreement to which it is a party will be, except consents, authorizations, filings and notices described in Schedule 5.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except to the extent failure to obtain any consents, authorizations, filings, and notices could not, 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 Credit Party that is a party hereto or thereto. This Agreement constitutes, and each other Loan Document upon execution and each Interest Rate Hedge Agreement to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Credit Party that is a party thereto, hereto or thereto enforceable against each such Loan Credit 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 and other similar laws relating to or similar Laws 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)law) and an implied covenant of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other 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 borrow hereunder. Each of the Loan Parties Party has taken all necessary corporate or other 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 on the terms and conditions of this Agreement. 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 Acquisition and the 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 5.33.4, 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 except to (iii) consents, notices and filings which the extent failure to make or obtain any consents, authorizations, filings, and notices could not, in the aggregate, 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the ------------------------------------------------------- Loan Parties Party has the corporate or 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 borrow hereunder. Each of the Loan Parties Party has taken all necessary corporate or other 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 on the terms and conditions of this Agreement. 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 Transaction and the 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 5.34.4, which (ii) those consents, authorizations, filings and notices (to the extent material) which have been obtained or made and are in full force and effect and except (iii) the filings referred to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse EffectSection 4.19. 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or 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 borrow obtain extensions of credit hereunder. Each of the Loan Parties Party has taken all necessary corporate or other 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 extensions of credit on the terms and conditions of this Agreement. No Except for the DIP Order, 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 Person, including, without limitation, U.S. Bank and the PBGC under the Intercreditor Agreement, is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except consents, authorizations, filings and notices described in Schedule 5.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except any such other consent, authorization, filing, notice or other act required to be made or obtained after the extent failure to obtain any consents, authorizations, filings, and notices could not, Closing Date in the aggregate, reasonably be expected to have a Material Adverse Effectordinary course of business. 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 laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate corporate, company or other 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 borrow hereunder. Each of the Loan Parties Party has taken all necessary corporate corporate, company or partnership or other 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 on the terms and conditions of this Agreement. 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 Transactions, the borrowings hereunder or 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 5.3, which consents, authorizations, filings and notices as shall have been obtained or made and are in full force and effect and except effect, (ii) routine filings to be made after the extent failure to obtain any consents, authorizations, filings, and notices could not, Original Effective Date in the aggregateordinary course of business (e.g., reasonably be expected good standing filings) and (iii) the filings referred to have a Material Adverse Effectin Section 3.19. 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 laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or 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 borrow hereunder. Each of the Loan Parties Party has taken all necessary corporate (or other other) 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 on the terms and conditions of this Agreement. 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 Transaction and the 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 5.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect unless otherwise noted on Schedule 3.4 and except (ii) the filings referred to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse EffectSection 3.19. 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform perform, in the Loan Documents to which it is a party case of each Borrower, this Amendment and, in the case of each Guarantor and each Granting Party (as defined in the BorrowerABL GCA), to borrow hereunder. Each of the Acknowledgment and each such Loan Parties Party has taken all necessary corporate 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 on the terms and conditions of this Agreementthereof. 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 borrowings hereunder or the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsAmendment, except for consents, authorizations, notices and filings and notices described in Schedule 5.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, or make would not reasonably be expected to have a Material Adverse Effect. Each Loan Document This Amendment has been duly executed and delivered on behalf of by each Loan Borrower and the Acknowledgment has been duly executed and delivered by each Guarantor and each Granting Party that is a party thereto(as defined in the ABL GCA). This Agreement constitutes, and each other Loan Document upon execution will constitute, Amendment constitutes a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party that is a party theretowhich has been executed and delivered constitutes 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 laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Guarantor has the corporate or other power and authority, and the legal right, to make, deliver and perform the Loan Documents Operative Agreements to which it is a party andparty. HCC has the corporate power and authority, in and the case of the Borrowerlegal right, to borrow hereunder. Each of perform the Loan Parties Operative Agreements and has taken all necessary corporate or other action to authorize the performing under the Operative Agreements on the terms and conditions of the Operative Agreements. Each Guarantor has taken all necessary corporate 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 on the terms and conditions of this AgreementGuarantee. 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 that have been obtained and 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 borrowings hereunder Loans or with the execution, delivery, performance, validity or enforceability of this Agreement Guarantee or any of the other Loan DocumentsOperative Agreements, except consents, authorizations, filings and notices described in Schedule 5.39.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse Effecteffect. Each Loan Document This Guarantee has been duly executed and delivered on behalf of each Loan Party that is a the Guarantors party theretohereto. This Agreement Guarantee constitutes, each Operative Agreement when executed and each other Loan Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan Party that is a the Guarantors party thereto, thereto enforceable against each such Loan Party Guarantors in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party, Holdings and Parent has the corporate or other 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 borrow hereunder. Each of the Loan Parties Party, Holdings and Parent has taken all necessary corporate or other 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 on the terms and conditions of this Agreement. 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 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 5.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except to (ii) the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse Effectfilings contemplated by Section 4.19. Each Loan Document has been duly executed and delivered on behalf of Holdings, Parent and each Loan Party that is a party signatory thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of Holdings, Parent and each Loan Party that is a party signatory thereto, enforceable against Holdings, Parent 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 laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other 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 borrow and obtain other extensions of credit hereunder. Each of the Loan Parties Party has taken all necessary corporate or other 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. 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 5.33.4, 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 except to (iii) consents, notices and filings which the extent failure to make or obtain any consents, authorizations, filings, and notices could not, in the aggregate, 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 laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate corporate, company or other partnership power and authority, and the legal right, to make, deliver and perform the Loan Transaction Documents to which it is a party and, in the case of the each Borrower, to borrow hereunder. Each of the Loan Parties Party has taken all necessary corporate corporate, company or partnership or other action to authorize the execution, delivery and performance of the Loan Transaction Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings on the terms and conditions of this Agreement. 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 Transaction, the borrowings hereunder or the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Transaction Documents, except (i) such consents, authorizations, filings and notices described in Schedule 5.3, which consents, authorizations, filings and notices as shall have been obtained or made and are in full force and effect and except effect, (ii) routine filings to be made after the extent failure to obtain any consents, authorizations, filings, and notices could not, date hereof in the aggregateordinary course of business (e.g., reasonably be expected good standing filings) and (iii) the filings referred to have a Material Adverse Effectin Section 4.19. Each Loan Transaction 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 laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party party, to consummate the Acquisition and, in the case of the Borrower, to borrow hereunder. Each of the Loan Parties Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party party, to consummate the Acquisition and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. 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 for Holdings, Borrower or any of its Subsidiaries in connection with the consummation of the Acquisition, the borrowings hereunder or 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 5.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except (ii) the filings referred to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse EffectSection 4.20. 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate corporate, company or other 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 borrow hereunder. Each of the Loan Parties Party has taken all necessary corporate corporate, company or partnership or other 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 on the terms and conditions of this Agreement. 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 Transactions, the borrowings hereunder or 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 5.3, which consents, authorizations, filings and notices as shall have been obtained or made and are in full force and effect and except effect, (ii) routine filings to be made after the extent failure to obtain any consents, authorizations, filings, and notices could not, date hereof in the aggregateordinary course of business (e.g., reasonably be expected good standing filings) and (iii) the filings referred to have a Material Adverse Effectin Section 3.19. 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 laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate (or other appropriate) 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 borrow hereunder. Each of the Loan Parties Party has taken all necessary corporate (or other appropriate) 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 on the terms and conditions of this Agreement. 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 hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except consents, authorizations, the filings and notices described referred to in Schedule 5.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse EffectSection 4.19. 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, 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or 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 borrow and obtain other extensions of credit hereunder. Each of the Loan Parties Party has taken all necessary corporate or other 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. 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 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 () consents, authorizations, filings and notices described in Schedule 5.35.4, which consents, authorizations, filings and notices have (except as set forth on Schedule 5.4) been obtained or made and are in full force and effect and except () the filings referred to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse EffectSection 5.19. 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or 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 borrow and obtain other extensions of credit hereunder. Each of the Loan Parties Party has taken all necessary corporate or other 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. 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 Acquisitions 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 5.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect effect, (ii) consents under immaterial Contractual Obligations relating to limitations on the assignability thereof and except (iii) the filings referred to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse Effectsubsection 4.19(b). 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or 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 borrow hereunderhereunder and to consummate the Acquisition. Each of the Loan Parties Party has taken all necessary corporate or other 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 on the terms and conditions of this Agreement. 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 Acquisition, the borrowings hereunder or 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 5.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect (except as set forth on Schedule 4.4) and except (ii) the filings referred to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse EffectSection 4.19. 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or 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 borrow hereunder. Each of the Loan Parties Party has taken all necessary corporate or other 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 on the terms and conditions of this Agreement. 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 Refinancing and the 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 5.34.4, 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 4.19 and except to the extent failure to obtain any (iii) such other consents, authorizations, filings, and filings or notices could which are not, in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial thereto and which, in any event, do not affect the enforceability of the Credit Agreement or any of the other Loan Documents or the creation, perfection or enforcement of any of the Liens created by any of the Security Documents. 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other 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 borrow hereunder. Each of the Loan Parties hereunder and has taken all corporate action necessary corporate or other action to be taken by it to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, and in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement, the Applications and the other 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 to be made or obtained by the Borrower or any other Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, Documents except consents, authorizations, (a) consents and filings and notices described in Schedule 5.3, which consents, authorizations, filings and notices will have been obtained or made and are will be in full force and effect on the Closing Date and except to the extent failure to obtain any consents(b) such consents and filings which, authorizations, filings, and notices could not, individually or in the aggregate, if not obtained, could not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been, and, as of the Closing Date, each other Loan Document has been will be, 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 when executed and delivered 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Transaction Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each of the Loan Parties Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of the Loan Documents and the Transaction Documents to which it is a party 41 and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. 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 Transactions, the borrowings hereunder or the execution, delivery, performance, validity or enforceability of this Agreement or Agreement, any of the other Loan Documents or the Transaction Documents, except (i) consents, authorizations, filings and notices described in Schedule 5.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except (ii) the filings referred to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse EffectSection 4.19. Each Loan Document and each Transaction 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 and Transaction 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. (a) Each of Person constituting the Loan Parties Borrower has the corporate or other power and authority, and the legal right, to make, deliver and perform this Agreement, the Notes and each other Loan Documents Document to which it is a party and, in the case of the Borrower, and to borrow hereunder. Each of the Loan Parties hereunder and has taken all necessary corporate or other 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 on the terms and conditions of this Agreement. No , 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. (b) Except for consents, authorizations, approvals, notices and filings described on Schedule II, all of which have been obtained, made or waived, 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 borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or the Notes or any of the other Loan Documents, Document except consents, authorizations, filings and notices described in Schedule 5.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except to the extent failure to obtain any consents, authorizations, filingsof Uniform Commercial Code financing statements. (c) This Agreement has been, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Each each Note and each other Loan Document has been to which it is a party will be, duly executed and delivered on behalf of each Loan Party that is a party thereto. Person constituting the Borrower. (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 that is a 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or 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 borrow hereunder. Each of the Loan Parties Party has taken all necessary corporate or other 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 on the terms and conditions of this Agreement. 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 Refinancing, the borrowings hereunder or 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 5.34.4, 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 4.19 and except (iii) the notices and other actions required to redeem the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse Effect2006 Senior Notes. 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other 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 borrow and obtain other extensions of credit hereunder. Each of the Loan Parties Party has taken all necessary corporate or other 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. 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 5.33.4, 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 except to (iii) consents, notices and filings which the extent failure to make or obtain any consents, authorizations, filings, and notices could not, in the aggregate, 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 laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other 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 borrow hereunder. Each of the Loan Parties Party has taken all necessary corporate or other 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 on the terms and conditions of this Agreement. 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 Acquisition, the borrowings hereunder or the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, Documents or the Acquisition Documentation except (i) consents, authorizations, filings and notices described in Schedule 5.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except (ii) the filings referred to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse EffectSection 4.19. 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties (a) The Borrower has the corporate or other power and authority, and the legal right, to make, deliver and perform this Loan Agreement, the Note, and each other Loan Documents Document to which it is a party andparty, in the case of the Borrower, and to borrow and to grant Liens hereunder. Each of the Loan Parties , and has taken all necessary corporate or other action to authorize the borrowings and the granting of Liens on the terms and conditions of this Loan Agreement, the Note, and each other Loan Document to which it is a party, and the execution, delivery and performance of this Loan Agreement, the Note, and each other Loan Documents Document to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. party. (b) 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 or necessary in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Loan Agreement or the Note or any other Loan Document, except (i) for filings and recordings in respect of the other Liens created pursuant to this Loan DocumentsAgreement, except consents, authorizations, filings and notices described in Schedule 5.3, which consents, authorizations, filings (ii) as previously obtained and notices have been obtained or made and are currently in full force and effect and except to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Each effect. (c) This Loan Document Agreement has been duly and validly executed and delivered by the Borrower and constitutes, and the Note and each other Loan Document when executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution the Borrower will constitute, a legal, valid and binding obligation of each Loan Party that is a party theretothe Borrower, enforceable against each such Loan Party the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other limited liability company power and authority, as applicable, and the legal right, to make, deliver and perform the Loan Documents to which it is a party andparty, and in the case of the Borrower, to borrow hereunder. Each of the Loan Parties Party has taken all necessary corporate or other action limited liability company action, as applicable, to authorize the execution, delivery and performance of the Loan Documents to which it is a party andparty, and in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. 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 borrowings hereunder or 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 5.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except (ii) the filings referred to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse EffectSection 4.19(a). 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 laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties has the corporate or 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 borrow hereunder. Each of the Loan Parties has taken all necessary corporate or other action 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, party. The Borrower has appropriate power and authority to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of set forth in this AgreementAgreement and in the Notes. No Except as set forth in Schedule 3.4, 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 hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or the Loan Documents to which any Loan Party is a party other than any of the other Loan Documentsforegoing that, except consentsif not obtained, authorizations, filings and notices described in Schedule 5.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect. Each On the Closing Date, each Lender and the Agent shall have received complete and current copies of all consents, authorizations and filings listed on Schedule 3.4. This Agreement has been, and each other Loan Document has been to which it is a party will be, duly executed and delivered on behalf of each the Loan Party that is a party theretoParties. 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 that is a party theretoParty, enforceable against each such the Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or 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 borrow obtain extensions of credit hereunder. Each of the Loan Parties Party has taken all necessary corporate or other 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 extensions of credit on the terms and conditions of this Agreement. 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 Person, including, without limitation, U.S. Bank and the PBGC under the Intercreditor Agreement, is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except consents, authorizations, filings and notices described in Schedule 5.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except any such other consent, authorization, filing, notice or other act required to be made or obtained after the extent failure to obtain any consents, authorizations, filings, and notices could not, Original Closing Date in the aggregate, reasonably be expected to have a Material Adverse Effectordinary course of business. 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 laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or 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 borrow incur and owe the Obligations hereunder. Each of the Loan Parties Party has taken all necessary corporate or other 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 incurrence and owing of the Obligations on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority (including without limitation any Gaming Authority or Liquor Authority) or any other Person is required in connection with the borrowings hereunder Chapter 11 Reorganization or 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 5.33.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except (ii) the filings referred to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse EffectSection 3.18. 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 laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or 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 BorrowerCompany, to borrow hereunder. Each of the Loan Parties Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerCompany, to authorize the borrowings on the terms and conditions of this Agreement. 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 Spin-Off, the borrowings hereunder or the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except consents, authorizations, filings and notices described in Schedule 5.33.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and effect, except to the extent that the failure to obtain any consents, authorizations, filings, and notices do so could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been, or will have been as of the Spin-Off Date, 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or 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 borrow hereunder. Each of the Loan Parties Party has taken all necessary corporate or other 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 on the terms and conditions of this Agreement. 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 Spin-Off, the borrowings hereunder or the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (a) consents, authorizations, filings and notices described in Schedule 5.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and effect, except to the extent that the failure to obtain any consents, authorizations, filings, and notices do so could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect, and (b) the filings referred to in Section 4.19. 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Obligor has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Note Documents to which it is a party and, in the case of the BorrowerCompany, to borrow issue the Notes hereunder. Each of the Loan Parties Obligor has taken all necessary corporate or other action to authorize the execution, delivery and performance of the Loan Note Documents to which it is a party and, in the case of the BorrowerCompany, to authorize the borrowings issuance of the Notes on the terms and conditions of this Agreement. No Each Obligor has duly executed and delivered each Note Document to which it is a party. Except as could not 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 issuance of the Notes hereunder or the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Note Documents, except consents, authorizations, the filings and notices described referred to in Schedule 5.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except to the extent failure to obtain any consents, authorizations, filings, and notices could not, 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 theretoSection 5.7. This Agreement constitutes, and each other Loan Note Document upon execution will constitute, constitutes a legal, 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 or similar Laws laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Law)law) and the implied covenants of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. (a) Each of the Loan Parties Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform its obligations under each of the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. . (b) Each of the Loan Parties Party has taken all necessary corporate or other 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 on the terms and conditions of this Agreement. . (c) 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 hereunder or 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 5.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and effect, except to the extent failure to obtain any as otherwise disclosed in Schedule 4.4, (ii) consents, authorizations, filings, filings and notices the failure of which to make or obtain, as the case may be, could notnot reasonably be expected, individually or in the aggregate, reasonably be expected aggregate to have a Material Adverse Effect. , and (iii) the filings referred to in Section 4.19. (d) 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 the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ rights generally or providing for relief of debtors and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties has the corporate or other power and authorityExcept as set forth Disclosure Schedule (3.3), and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each of the Loan Parties has taken all necessary corporate or other action to authorize 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 and capacity; (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, memorandum and articles of association or constating documents, 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, lease, 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, North American Collateral Agent or European Agent pursuant to authorize the borrowings on Loan Documents; and (g) do not require the terms and conditions of this Agreement. 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(c) or those which are not material, all of which will have been duly obtained, made or complied with prior to the borrowings hereunder or the execution, delivery, performance, validity or enforceability of this Agreement or any Closing Date. Each of the other Loan Documents, except consents, authorizations, filings and notices described in Schedule 5.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably Documents shall be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of by each Loan Credit Party that is a party thereto. This Agreement constitutes, thereto and each other such Loan Document upon execution will constitute, shall constitute a legal, valid and binding obligation of each Loan such Credit Party that is a party thereto, enforceable against each such Loan Party it in accordance with its terms, except as enforceability enforcement may be limited by applicable the effects of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar Laws laws relating to or affecting the enforcement rights or remedies of creditors’ rights generally creditors and by the effects of general equitable principles (whether enforcement is sought by proceedings in equity or at Law)of equity.

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or 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 borrow obtain extensions of credit hereunder. Each of the Loan Parties Party has taken all necessary corporate or other 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 extensions of credit on the terms and conditions of this Agreement. 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 Put/Call Option Agreement, 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 (i) consents, authorizations, filings and notices described in Schedule 5.34.4, which consents, authorizations, filings and notices have either (x) been obtained or made and are in full force and effect or (y) pursuant to Section 6.10, will be obtained or made and except (ii) the filings referred to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse EffectSection 4.18. 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Credit Party has the corporate or other power and authority, and the legal right, to makeexecute, deliver and perform this Agreement and the other Loan Documents to which it is a party and, in the case of with respect to the Borrower, to borrow hereunder. Each of the Loan Parties Credit Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party andparty, in the case of the Borrower, to authorize including the borrowings on the terms and conditions of and the granting of any security interests under this AgreementAgreement and the other 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 borrowings hereunder under this Agreement or with the execution, delivery, performance, validity or enforceability of, or the granting of any security interests under, this Agreement Agreement, the Notes or the other Loan Documents to which any Credit Party is a party, except for (i) those set forth on Schedule 8.4, each of which have been or will be made or taken and are or will be in full force and effect, (ii) consents under immaterial Contractual Obligations or (iii) those referred to subsection 8.18. This Agreement, the Notes and each of the other Loan Documents, except consents, authorizations, filings and notices described in Schedule 5.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Loan Document Documents has been duly executed and delivered on behalf of each Loan Credit Party that is a party thereto. This Agreement constitutesAgreement, the Notes and each of the other Loan Document upon execution will constitute, Documents constitutes a legal, valid and binding obligation of each Loan the Credit Party that is a 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or 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 borrow hereunderhereunder and to consummate the Acquisitions. Each of the Loan Parties Party has taken all necessary corporate or other 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 on the terms and conditions of this AgreementAgreement and the Acquisitions. 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 Acquisitions and the 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 5.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect (except as noted in Schedule 4.4), (ii) the filings referred to in subsection 4.19 and except (iii) any consent that may be required to the extent failure to obtain be obtained by or on behalf of any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse EffectLender. 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Transaction Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each of the Loan Parties Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of the Loan Documents and the Transaction Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. 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 Transactions, the borrowings hereunder or the execution, delivery, performance, validity or enforceability of this Agreement or Agreement, any of the other Loan Documents or the Transaction Documents, except (i) consents, authorizations, filings and notices described in Schedule 5.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except (ii) the filings referred to the extent failure to obtain any consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected to have a Material Adverse EffectSection 4.19. Each Loan Document and each Transaction 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 and Transaction 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or 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 borrow or have Tranche A Letters of Credit issued hereunder. Each of the Loan Parties Party has taken all necessary corporate or other 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 extensions of credit on the terms and conditions of this Agreement. No Except as would not 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 extensions of credit hereunder or 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 5.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except to or the extent failure to obtain any consents, authorizations, filings, and notices which could not, in the aggregate, not reasonably be expected to have a Material Adverse EffectEffect and (ii) the filings referred to in Section 4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party 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 laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or 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 borrow hereunder. Each of the Loan Parties Party has taken all necessary corporate or other 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 on the terms and conditions of this Agreement. 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 Spin-Off, the borrowings hereunder or the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (a) consents, authorizations, filings and notices described in Schedule 5.33.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and effect, except to the extent that the failure to obtain any consents, authorizations, filings, and notices do so could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect, and (b) the filings referred to in Section 3.19. 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or 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 US Borrower and the Canadian Borrower, to borrow hereunder. Each of the Loan Parties Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the US Borrower and the Canadian Borrower, to authorize the borrowings on the terms and conditions of this Agreement. 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 hereunder or 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 5.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except effect, (ii) the filings referred to in Section 4.19, or (iii) where the extent failure to obtain any consents, authorizations, filings, and notices such approval or consent could not, in the aggregate, 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 laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Lawlaw).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other 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 each Borrower, to borrow or have Letters of Credit issued hereunder. Each of the Loan Parties Party has taken all necessary corporate or other 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 extensions of credit on the terms and conditions of this Agreement. No Except as would not 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 Transaction, the extensions of credit hereunder or 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 5.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and except to or the extent failure to obtain any consents, authorizations, filings, and notices which could not, in the aggregate, not reasonably be expected to have a Material Adverse EffectEffect and (ii) the filings referred to in Section 4.18. 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 laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Law)law) and the implied covenants of good faith and fair dealing.