Common use of Due Authorization and Enforceability Clause in Contracts

Due Authorization and Enforceability. (a) Each of the Transaction Documents: (i) has been duly authorized, executed and delivered by Borrower and each of its Subsidiaries (to the extent each is a party thereto) and (ii) constitutes a valid and binding obligation of Borrower and each of its Subsidiaries (to the extent each is a party thereto) enforceable against each such Person in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (b) The Bridge Loans, the Bridge Notes, the Conversion Notes and the Exchange Notes have been duly authorized by the Borrower have been duly authorized by the Borrower. When the Bridge Notes, the Conversion Notes and the Exchange Notes have been executed and delivered pursuant to the terms of this Agreement, the indenture governing the Conversion Notes or the Exchange Note Indenture, as applicable, each of the Bridge Loans, the Bridge Notes, the Conversion Notes and the Exchange Notes will be valid and binding obligations of the Borrower enforceable against it in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity).

Due Authorization and Enforceability. (a) Each of the Transaction Documents: (i) Each Definitive Document has been duly authorizedauthorized by each Credit Party party thereto, and, assuming due authorization, execution and delivery by the other parties thereto, when executed and delivered by Borrower and each of its Subsidiaries (to the extent each is a Credit Parties party thereto) and (ii) constitutes , will constitute a valid and legal, valid, binding obligation of Borrower and each of its Subsidiaries (to the extent each is a party thereto) instrument enforceable against the each such Person Credit Party party thereto in accordance with its terms, except as enforcement may be limited by terms (subject to applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium and fraudulent conveyance or other similar laws affecting the enforceability of creditors' ’ rights generally and by from time to time in effect, to general principles of equity (whether arising under considered in a proceeding in equity or at law or in equitylaw). ) (b) The Bridge Loanscollectively, the Bridge Notes“Enforceability Limitations”); (ii) each of the New First Lien Notes Indenture and the Second Lien Subordinated Notes Indenture (including, in each case, with respect to the Guarantors, the Conversion guarantees contained therein) has been duly authorized by the Credit Parties party thereto and, assuming due authorization, execution and delivery thereof by the Trustee and the Second Lien Subordinated Notes Indenture Trustee, respectively, when executed and delivered by the Credit Parties party thereto, will constitute a legal, valid, binding instrument enforceable against each Credit Party party thereto in accordance with its terms (subject to the Enforceability Limitations); (iii) the New First Lien Notes and the Exchange Second Lien Subordinated Notes have been duly authorized by the Borrower have been duly authorized by Issuer, and (if applicable), when executed and authenticated in accordance with the Borrower. When provisions of the Bridge Notes, the Conversion New First Lien Notes Indenture and the Exchange Second Lien Subordinated Notes have been executed and delivered pursuant to the terms of this Agreement, the indenture governing the Conversion Notes or the Exchange Note Indenture, as applicable, each of and delivered to and paid for pursuant to the Bridge LoansDefinitive Documents, will have been duly executed and delivered by the Bridge NotesIssuer and will constitute the legal, the Conversion Notes and the Exchange Notes will be valid and binding obligations of the Borrower Issuer enforceable against it in accordance with their termsterms and entitled to the benefits of the New First Lien Notes Indenture and the Second Lien Subordinated Notes Indenture, except as enforcement applicable (subject, in each case, to the Enforceability Limitations); (iv) the guarantees under the New First Lien Notes Indenture and the Second Lien Subordinated Notes Indenture have been duly authorized by each Guarantor, and, when the New First Lien Notes Indenture and the Second Lien Subordinated Notes Indenture have been executed and authenticated in accordance with the provisions thereof may be limited by and delivered to and paid for pursuant to the Definitive Documents, will constitute the legal, valid and binding obligations of each Guarantor enforceable against each Guarantor in accordance with their terms and entitled to the benefits of the New First Lien Notes Indenture and the Second Lien Subordinated Notes Indenture, as applicable bankruptcy(subject, insolvencyin each case, reorganization, moratorium and other similar laws affecting to the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equityEnforceability Limitations).

Due Authorization and Enforceability. (a) Each of the Transaction Documents: (i) has been duly authorized, executed and delivered by Borrower and each of its Subsidiaries (to the extent each is a party thereto) and (ii) constitutes a valid and binding obligation of Borrower and each of its Subsidiaries (to the extent each is a party thereto) enforceable against each such Person in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or transfer and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (b) The Bridge Loans, the Bridge Notes, the Conversion Notes and the Exchange Notes have been duly authorized by the Borrower and each of the Guarantees and the guarantees by the Guarantors of the Borrower's obligations under the Exchange Notes have been duly authorized by the BorrowerBorrower and each Guarantor, as applicable. When the Bridge Notes, the Conversion Notes and the Exchange Notes have been executed and delivered pursuant to the terms of this Agreement, the indenture governing the Conversion Notes Agreement or the Exchange Note Indenture, as applicable, each of the Bridge Loans, the Bridge Notes, the Conversion Notes Exchange Notes, and the Guarantees and the guarantees by the Guarantors of the Borrower's obligations under the Exchange Notes will be valid and binding obligations of the Borrower and each Guarantor, as applicable, enforceable against it in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or transfer and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity).

Due Authorization and Enforceability. (a) Each of the Transaction Documents: (i) has been duly authorized, executed and delivered by Borrower and each of its Subsidiaries (to the extent each is a party thereto) ), and (ii) constitutes a valid and binding obligation of Borrower and each of its Subsidiaries (to the extent each is a party thereto) enforceable against each such Person in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). The Exchange Indenture has been duly authorized, executed and delivered by the Borrower and each of the Subsidiaries which are parties thereto to the Escrow Agent, and when delivered out of escrow pursuant to the terms of the Escrow Agent and this Agreement, will be a valid and binding obligation of the Borrower and each of its Subsidiaries (to the extent each is a party thereto) enforceable against each such Person in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (b) The Bridge Loans, the Bridge Notes, the Conversion Notes and the Exchange Notes have been duly authorized by the Borrower and each of the Guarantees and the guarantees by the Guarantors of the Borrower's obligations under the Exchange Notes have been duly authorized by the BorrowerBorrower and each Guarantor, as applicable. When the Bridge Notes, the Conversion Notes and the Exchange Notes have been executed and delivered pursuant to the terms of this Agreement, each of the indenture governing Loans, the Conversion Notes or Notes, and the Exchange Note IndentureGuarantees will be valid and binding obligations of the Borrower and each Guarantor, as applicable, enforceable against it in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). When the Exchange Notes have been executed, delivered out of escrow and authenticated pursuant to the terms of the Escrow Agreement and this Agreement, each of the Bridge Loans, the Bridge Notes, the Conversion Exchange Notes and the guarantees by the Guarantors of the Borrower's obligations under the Exchange Notes will be valid and binding obligations of the Borrower and each Guarantor, as applicable, enforceable against it in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (c) The Escrowed Warrants have been duly authorized and validly issued, and upon release by the Escrow Agent in accordance with the terms of the Escrow Agreement, will be fully paid and nonassessable. (d) Prior to the Merger Date, the Loans constitute obligations that are secured pursuant to and in accordance with the Collateral Documents. The principal of and interest on the Notes and the Loans and indebtedness evidenced thereby and all other Loan Liabilities are and shall be secured pari passu with the obligations under the Credit Facility by all security interests and liens upon all Collateral granted the Collateral Agent pursuant to the Collateral Documents, on the terms and conditions therein set forth. (e) Neither the Borrower nor any of its Subsidiaries has agreed to secure, or has granted or become subject to any Lien securing, any indebtedness under the Credit Facility, except pursuant to the Collateral Documents. All actions required under the Collateral Documents to extend the benefit of the collateral security thereunder to the Loan Liabilities at all times prior to the Merger Date have been duly and effectually taken and completed except for the filing of the financing statements executed by the Borrower and the Guarantors and delivered to the Collateral Agent on the date hereof. (f) No Indebtedness or other liabilities owed by the Borrower or its Subsidiaries to one or more

Due Authorization and Enforceability. (a) Each of the Transaction Documents: (i) has been duly authorized (or in the case of the U.K. Tax Sharing Agreement, prior to the date of execution thereof, will be duly authorized, executed and delivered ) by Borrower Newco and each of its Subsidiaries (to the extent each is a party thereto) thereto and (ii) constitutes upon the execution and delivery thereof by Newco and its Subsidiaries (to the extent each is a party thereto) (and, in the case of the U.K. Tax Sharing Agreement, subject to complying with any required procedures set out in Sections 155 to 158 of the Companies Act) will constitute a valid and binding obligation of Borrower Newco and each of its Subsidiaries (to the extent each is a party thereto) enforceable against each such Person in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (b) The Bridge Loans, Loans and the Bridge Notes, the Conversion Notes and the Exchange Notes have been duly authorized by the Borrower have and the Guarantee has been duly authorized by the BorrowerNewco. When the Bridge Notes, the Conversion Notes and the Exchange Notes have been executed and delivered pursuant to the terms of this Agreement, the indenture governing the Conversion Notes or the Exchange Note Indenture, as applicable, each of the Bridge Loans, the Bridge Notes, the Conversion Notes and the Exchange Notes Guarantee will be valid and binding obligations of the Borrower or Newco, as applicable, enforceable against it in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (c) The Escrowed Shares have been duly authorized and upon delivery to the Escrow Account in accordance with the terms of the Escrow Agreement will be validly issued, and upon release from the Escrow Account in accordance with the terms of the Escrow Agreement will be fully paid and nonassessable.

Due Authorization and Enforceability. (a) Each of the Transaction Documents: (i) has been duly authorized, executed and delivered by Borrower and each of its Subsidiaries (to the extent each is a party thereto) and (ii) constitutes a valid and binding obligation of Borrower and each of its Subsidiaries (to the extent each is a party thereto) enforceable against each such Person in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (b) The Bridge Loans, the Bridge Notes, the Conversion Notes and the Exchange Notes have been duly authorized by the Borrower and each of the Guarantees and the guarantees by the Guarantors of the Borrower's obligations under the Exchange Notes have been duly authorized by the BorrowerBorrower and each Guarantor, as applicable. When the Bridge Notes, the Conversion Notes and the Exchange Notes have been executed and delivered pursuant to the terms of this Agreement, the indenture governing the Conversion Notes Agreement or the Exchange Note Indenture, as applicable, each of the Bridge Loans, the Bridge Notes, the Conversion Notes Exchange Notes, and the Guarantees and the guarantees by the Guarantors of the Borrower's obligations under the Exchange Notes will be valid and binding obligations of the Borrower and each Guarantor, as applicable, enforceable against it in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (c) The Escrowed Warrants have been duly authorized by the Borrower and, when executed and authenticated pursuant to the terms of the Warrant Agreement and delivered to the Escrow Agent, will be valid and binding obligations of the Borrower, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (d) The Warrant Shares have been duly authorized and validly issued, and upon exercise of the Escrowed Warrants in accordance with the terms of the Warrant Agreement will be fully paid and nonassessable.

Due Authorization and Enforceability. (a) Each of the Transaction Documents: (i) has been (or, in the case of Transaction Documents other than this Agreement, will be on the Closing Date) duly authorized, executed and delivered by Borrower Parent and each of its Subsidiaries (to the extent each is a party thereto) ), and (ii) constitutes (or, in the case of Transaction Documents other than this Agreement, will constitute on the Closing Date) a valid and binding obligation of Borrower Parent and each of its Subsidiaries (to the extent each is a party thereto) enforceable against each such Person in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (b) The Bridge Loans, the Bridge Notes, the Conversion Notes and the Exchange Notes Loans have been duly authorized by the Borrower and each of the Guaranties have been duly authorized by each Guarantor. Each of the Borrower. When the Bridge Notes, the Conversion Notes Loans and the Exchange Notes have been executed and delivered pursuant to the terms of this Agreement, the indenture governing the Conversion Notes or the Exchange Note Indenture, as applicable, each of the Bridge Loans, the Bridge Notes, the Conversion Notes and the Exchange Notes Guaranties will be valid and binding obligations of the Borrower and each Guarantor, as applicable, enforceable against it in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (i) The provisions of each of the Collateral Documents are effective to create in favor of the Security Trustee for the benefit of itself and the Lenders, a legal, valid and enforceable first priority security interest in all right, title and interest of each Guarantor, the Borrower and Holdco in the collateral described therein, subject only to any Permitted Liens. (ii) Each Collateral Document when delivered and registered (if necessary) will be effective to grant to the Security Trustee for the benefit of itself and the Lenders a legal, valid and enforceable Lien on all the right, title and interest of the mortgagor under such Collateral Document in the mortgaged property described therein and is first ranking in terms of priority in relation to all such property (subject only to statutory priorities and any other interests affecting that property which take priority by operation of law or which the Administrative Agent agrees has priority). (d) All actions required under the Collateral Documents to extend the benefit of the collateral security thereunder to the Loan Liabilities at all times have been duly and effectually taken and completed.