Common use of Due Authorization; No Conflict Clause in Contracts

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by the General Partner or any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, (b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (e) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Loan Party (other than the Liens created by the Loan Documents).

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within As to each Loan Party and Holdings, the Borrower’s limited partnership powersexecution, delivery, and performance by such Loan Party or Holdings of the Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action andon the part of such Loan Party or Holdings, if required, equity owner action (including any action required to be taken by the General Partner or any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, as applicable. (b) As to each Loan Party and Holdings, the execution, delivery, and performance by such Loan Party or Holdings of the Loan Documents to which it is a party do not require and will not (i) violate (A) any consent provision of federal, state, provincial or approval local law or regulation applicable to Holdings, any Loan Party or its Restricted Subsidiaries where such violation would reasonably be expected to have a Material Adverse Effect, (B) the Governing Documents of any Loan Party or Holdings, or (C) any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or Holdings where such violation would reasonably be expected to have a Material Adverse Effect, (ii) conflict with, result in a breach of, registration or filing with, constitute (with due notice or lapse of time or both) a default (A) under any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is Intermediation Facility where any such consentconflict, approval, registration, filing breach or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, default would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability (B) under any Term Facility Document governing a Material Term Facility of the Loan Documents, (c) will not violate any applicable Governmental Requirement Holdings or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Partyits Restricted Subsidiaries, (eiii) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any assets of the Borrower any Loan Party, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of a Loan Party or any other approval or consent of any Person under any Intermediation Facility or Term Facility Document governing a Material Term Facility of Holdings or any Loan Party (or Restricted Subsidiary, other than the Liens created by the Loan Documents)consents or approvals that have been obtained and that are still in force and effect. (c) No Default or Event of Default has occurred and is continuing.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance by Borrower of this Amendment, Agreement and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, Borrower. (b) The execution, delivery, and performance by Borrower of this Agreement and the other Loan Documents to which it is a party do not require and will not (i) violate any consent provision of federal, state, or approval oflocal law or regulation applicable to Borrower, registration or filing withthe Governing Documents of Borrower, or any order, judgment, or decree of any court or other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated herebybinding on Borrower, except where such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, violation could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan DocumentsChange, (cii) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partnerconflict with, the Borrower or any other Loan Partyresult in a breach of, or any order constitute (with due notice or lapse of any Governmental Authority, (dtime or both) will not violate or result in a default under any indenture contractual obligation of Borrower, except such conflict or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise breach which could not reasonably be expected to have a right thereunder to require any payment to be made by the Borrower or such Loan PartyMaterial Adverse Change, (eiii) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Borrower, other than Permitted Liens, or (iv) require any approval of the holders of Borrower's Stock or any approval or consent of any Person under any contractual obligation of Borrower, other than (x) consents or approvals that have been obtained and that are still in force and effect and (y) those consents and approvals the failure to obtain could not reasonably be expected to have a Material Adverse Change. (c) Other than the filing of financing statements and the recordation of the Mortgages, the execution, delivery, and performance by Borrower of this Agreement and the other Loan Documents to which Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than (x) consents or approvals that have been obtained and that are still in force and effect and (y) those consents and approvals the failure to obtain could not reasonably be expected to have a Material Adverse Change. (d) This Agreement and the other Loan Documents to which Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Borrower will be the legally valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally. (e) The Lender's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens (including the first priority Lien on any Property the Equipment, Real Estate Collateral and fixtures, and second priority Lien on the Accounts and Inventory, of the Borrower or any other Loan Party (other than in favor of the Liens created by the Loan DocumentsCollateral Agent).

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within As to each Loan Party, the Borrower’s limited partnership powersexecution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not require and will not (i) violate (A) any consent provision of federal, state, provincial or approval local law or regulation applicable to any Loan Party or its Restricted Subsidiaries where such violation would reasonably be expected to have a Material Adverse Effect, (B) the Governing Documents of any Loan Party, or (C) any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party where such violation would reasonably be expected to have a Material Adverse Effect, (ii) conflict with, result in a breach of, registration or filing with, constitute (with due notice or lapse of time or both) a default (A) under any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is Intermediation Facility where any such consentconflict, approval, registration, filing breach or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, default would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (cB) will not violate under any applicable Governmental Requirement or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order ABL Document of any Governmental Authority, (d) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Partyits Restricted Subsidiaries, (eiii) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any assets of the Borrower any Loan Party, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of a Loan Party or any other approval or consent of any Person under any Intermediation Facility or ABL Document of any Loan Party (or Restricted Subsidiary, other than the Liens created by the Loan Documents)consents or approvals that have been obtained and that are still in force and effect. (c) No Default or Event of Default has occurred and is continuing.

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership liability company powers, have been duly authorized by all necessary general and limited partner liability company action and, if required, equity owner action (including any action required to be taken by the General Partner or any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions Transactions contemplated hereby, (b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions Transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (e) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Loan Party (other than the Liens created by the Loan Documents).

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance by each Obligated Party of this Amendment, Agreement and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, other Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, each such Obligated Party. (b) The execution, delivery, and performance by each Obligated Party of this Agreement and the other Loan Documents to which it is a party do not require and will not (i) violate any consent provision of federal, state, or approval oflocal law or regulation applicable to such Obligated Party, registration or filing withthe Governing Documents of such Obligated Party, or any order, judgment, or decree of any court or other action by, any Governmental Authority binding on such Obligated Party, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any other third Person (including any class material contractual obligation of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated herebyObligated Party, except for such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, conflicts which could not reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan DocumentsChange, (ciii) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (e) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of such Obligated Party, other than Permitted Liens, or (iv) require any approval of such Obligated Party’s interest holders or any approval or consent of any Person under any material contractual obligation of such Obligated Party which, in any such case, has not already been obtained and that are still in full force and effect. (c) Other than the filing of the Borrower or any financing statements, the execution, delivery, and performance by each Obligated Party, and the other Persons party to this Agreement, and the other Loan Documents to which such Obligated Party is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Persons. (d) This Agreement and the other Loan Documents to which each Obligated Party is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each Obligated Party (other than as applicable) will be the legally valid and binding obligations of such Obligated Party (as applicable) enforceable against each such Obligated Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) The Lender’s Liens created by the Loan Documents)are validly created, perfected, and first priority Liens, subject only to Permitted Liens.

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within As to each Borrower, the Borrower’s limited partnership powersexecution, delivery, and performance by such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Borrower. (b) As to each Borrower, the execution, delivery, and performance by such Borrower of this Agreement and the other Loan Documents to which it is a party do not require and will not (i) violate any consent provision of federal, state, or approval oflocal law or regulation applicable to such Borrower, registration or filing withthe Governing Documents of such Borrower, or any order, judgment, or decree of any court or other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any binding on such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan DocumentsBorrower, (cii) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partnerconflict with, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture breach of, or other agreement regarding Indebtedness constitute (with due notice or lapse of the Borrower time or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (eboth) will not violate or result in a default under any Material ContractContract of such Borrower, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (fiii) will not result in or require the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of such Borrower, other than Permitted Liens, (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties, or (v) require any approval of such Borrower's interestholders or any approval or consent of any Person under any Material Contract of such Borrower, other than consents or approvals that have been obtained and that are still in force and effect. (c) Other than the filing of financing statements, the recordation of the Mortgages, and other filings or actions necessary to perfect Liens granted to Agent in the Collateral, the execution, delivery, and performance by each Borrower or any of this Agreement and the other Loan Party Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect. (d) As to each Borrower, this Agreement and the other Loan Documents to which such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally. (e) The Agent's Liens are validly created, perfected (other than (i) in respect of motor vehicles and (ii) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by SECTION 6.12, and subject only to the filing of financing statements and the recordation of the Mortgages, and (ii) to the extent such Liens are not validly created or perfected solely as a result of the gross negligence of Agent), and first priority Liens (subject only to Permitted Priority Liens). (f) The execution, delivery, and performance by each Guarantor of the Loan Documents)Documents to which it is a party have been duly authorized by all necessary action on the part of such Guarantor. (g) The execution, delivery, and performance by each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to such Guarantor, the Governing Documents of such Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on such Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of such Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Guarantor, other than Permitted Liens, (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties, or (v) require any approval of such Guarantor's interestholders or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect. (h) Other than the filing of financing statements and the recordation of the Mortgages, and other filings or actions necessary to perfect Liens granted to Agent in the Collateral, the execution, delivery, and performance by each Guarantor of the Loan Documents to which such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect. (i) The Loan Documents to which each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Guarantor will be the legally valid and binding obligations of such Guarantor, enforceable against such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.

Due Authorization; No Conflict. The (i) Subject to entry of the applicable orders of the Bankruptcy Court, the execution, delivery delivery, and performance by each Note Party of this AmendmentAgreement, including the issuance of the Rights Offering Common Stock, Backstop Shares, Put Option Premium Shares, Rights Offering New Second Lien Loans, Backstop New Second Lien Loans and all other agreements to which such Note Party will be a party as contemplated by this Agreement and the performance of Plan (this Agreement and such other agreements (including any guarantees), collectively, the Credit Agreement as amended hereby, (a“Transaction Agreements”) are within the Borrower’s limited partnership powers, have been duly authorized by all necessary general and limited partner action and, if required, equity owner action on the part of such Note Party. (including any action required ii) Subject to be taken by the General Partner or any class of directors, managers or equity holders entry of the General Partnerapplicable orders of the Bankruptcy Court, as to each Note Party, the Borrower or any other Personexecution, whether interested or disinterested) in order delivery, and performance by such Note Party of the Transaction Agreements to ensure the due authorization of this Amendment and the transactions contemplated hereby, (b) which it is a party do not require and will not (i) violate any consent material provision of federal, state, or approval oflocal law or regulation applicable to any Note Party or its Subsidiaries, registration the governing documents of any Note Party or filing withits Subsidiaries, or any order, judgment, or decree of any court or other action byGovernmental Entity binding on any Note Party or its Subsidiaries, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Governmental Authority Material Contract of any Note Party or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is its Subsidiaries where any such consentconflict, approval, registration, filing breach or other action necessary for default could individually or in the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not aggregate reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan DocumentsEffect, (ciii) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (e) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any assets of any Note Party, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interest of a Note Party or any approval or consent of any Person under any Material Contract of any Note Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals the failure to obtain which could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect. (iii) Subject to the requirements of applicable local laws, each Security Document, when executed and delivered in connection with the issuance of the Borrower New Second Lien Loans, will be effective to create in favor of the collateral agent under the New Second Lien Credit Facility for the benefit of itself and the lenders under the New Second Lien Loans a legal, valid and enforceable security interest in the collateral described therein except as enforceability may be limited by applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or any similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealings. Upon completion of the delivery, filing and other Loan Party actions specified in the relevant Security Documents, the collateral agent under the New Second Lien Credit Facility shall have a fully perfected second priority Lien on, and security interest in, all right, title and interest of the Company and the guarantors thereunder in such collateral (other than to the Liens created by extent a security interest in such collateral can be perfected through taking of such actions), as security for the Loan Documents)obligations under the New Second Lien Credit Facility.

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership liability company powers, have been duly authorized by all necessary general and limited partner liability company action and, if required, equity owner action (including any action required to be taken by the General Partner or any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, (b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (e) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Loan Party (other than the Liens created by the Loan Documents).

Due Authorization; No Conflict. (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party and no further consent or authorization is required by the Loan Party, the Loan Party’s board of directors (or other equivalent governing body) or the holders of the Loan Party’s Stock. Each of this Agreement and the other Loan Documents has been duly executed and delivered by each of the Loan Parties and constitutes a valid, legal and binding obligation of each Loan Party, enforceable in accordance with its respective terms, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally. (b) The execution, delivery and performance of this Amendment, Agreement and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, have been duly authorized other Loan Documents by all necessary general each Loan Party party thereto and limited partner action and, if required, equity owner action (including any action required to be taken by the General Partner or any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, (b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made herein and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) therein will not violate any applicable Governmental Requirement or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order of any Governmental Authority, (di) will not violate conflict with or result in a default under breach or violation of any indenture or other agreement regarding Indebtedness of the Borrower terms or any other Loan Party provisions of, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (e) will not violate or result in constitute a default under any Material Contractunder, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Loan Party (other than pursuant to the Loan Documents) upon any assets of any such Loan Party pursuant to, any agreement, document or instrument to which such Loan Party is a party or by which any Loan Party is bound or to which any of the assets or property of any Loan Party is subject, except, with respect to this clause (i), as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (ii) result in any violation of or conflict with the provisions of the Organizational Documents, (iii) result in the violation of any Applicable Law, (iv) result in the violation of any judgment, order, rule, regulation or decree of any Governmental Authority, or (v) violate, conflict with or cause a breach or a default under any agreement or instrument binding upon it, except, with respect to clauses (iii) and (v) only, as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, Authorization or order of, or registration or filing with any Governmental Authority is required for (x) the execution, delivery and performance of this Agreement or any of the other Loan Documents, and the issuance of the Securities hereunder and thereunder, and (y) the consummation by any Loan Party of the Transactions or the other transactions contemplated hereby or thereby, except for (A) the filings necessary to perfect the Liens created by the applicable Loan Documents and (B) any necessary filings with the SEC. (c) Other than has been obtained, no Authorization is required for (i) the execution and delivery of this Agreement or the other Loan Documents), or (ii) the consummation of the Transactions and the other transactions contemplated hereby and thereby. (d) Each Loan Party and its Subsidiaries are in compliance with Applicable Law except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Due Authorization; No Conflict. (i) The execution, delivery delivery, and performance of this Amendment, and by the performance Company of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, Transaction Documents to which it is a party have been duly authorized by all necessary general action. (ii) The execution, delivery, and limited partner action and, if required, equity owner action (including any action required to be taken performance by the General Partner or any class of directors, managers or equity holders Company of the General PartnerTransaction Documents to which it is a party do not and will not (A) violate any material provision of federal, state, or local law or regulation applicable to the Company or its Subsidiaries, the Borrower Governing Documents of the Company or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, (b) do not require any consent or approval of, registration or filing withits Subsidiaries, or any order, judgment, or decree of any court or other action by, any Governmental Authority binding on the Company or its Subsidiaries, (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any other third Person (including any class of directors, managers or equity holders Material Contract of the General Partner, Company or its Subsidiaries except to the Borrower or any other Person, whether interested or disinterested,), nor is extent that any such consentconflict, approval, registration, filing breach or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, default could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan DocumentsChange, (cC) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (e) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any assets of the Borrower Company, other than Permitted Liens, or (D) require any approval of any of the Company’s interestholders or any other Loan Party (approval or consent of any Person under any Material Contract of the Company or any of its Subsidiaries, other than consents or approvals that have been obtained and that are still in force and effect and except, in the Liens created case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change. (iii) The execution and delivery and performance of the Transaction Documents by the Loan Documents)Company and the consummation by the Company of the Transactions including, without limitation, the issuance of the Offered Securities and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized by the board of directors of the Company and no further corporate action on the part of the Company is required in connection therewith.

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within As to each Loan Party, the Borrower’s limited partnership powersexecution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not require and will not (i) violate (A) any consent or approval ofprovision of federal, registration or filing withstate, or any other action by, any Governmental Authority local law or regulation applicable to Parent or any of its Restricted Subsidiaries, other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is than any such consentviolations which, approval, registration, filing individually or other action necessary for in the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Defaultaggregate, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan DocumentsEffect, (cB) will not violate any applicable Governmental Requirement the Governing Documents of Parent or any Organization Documents of the General Partnerits Restricted Subsidiaries, the Borrower or (C) any order, judgment, or decree of any court or other Governmental Authority binding on Parent or any of its Restricted Subsidiaries, other Loan Partythan any such violations which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with, result in a breach of, or any order constitute (with due notice or lapse of any Governmental Authority, (dtime or both) will not violate or result in a default under any indenture or other material agreement regarding Indebtedness of the Borrower Parent or any other Loan Party of its Restricted Subsidiaries where any such conflict, breach or give rise default could individually or in the aggregate reasonably be expected to have a right thereunder to require any payment to be made by the Borrower or such Loan PartyMaterial Adverse Effect, (eiii) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any assets of the Borrower Parent or any other Loan Party (of its Restricted Subsidiaries, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of Parent or any of its Restricted Subsidiaries or any approval or consent of any Person under any material agreement of Parent or any of its Restricted Subsidiaries, other than consents or approvals that have been obtained and that are still in force and effect and except, in the Liens created by case of material agreements, for consents or approvals, the Loan Documents)failure to obtain could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, Agreement and of all the performance documents and instruments and consummation of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, transactions contemplated hereby have been duly and validly authorized by all necessary general and limited partner corporate or other required action andof Seller, if required, equity owner action (including any action required to be taken by the General Partner or any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, (b) do not require any consent or approval ofof Seller’s Board of Directors or other governing or managing body, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders as required under applicable law. No approval of the General Partner, shareholders of the Borrower Seller is required under any applicable law or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or Seller’s organizational documents and the consummation of the transactions contemplated hereby will not give rise to any dissenters rights or other valid claims from the Seller’s shareholders. This Agreement, and each other document and instrument required hereby, except such as have been obtained when executed and delivered by Seller will be a valid and binding obligation of Seller, fully enforceable against Seller in accordance with their respective terms. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will, directly or made and are indirectly (with or without notice or lapse of time, giving of notice or both, or otherwise): (a) conflict with or violate any provision of Seller’s charter, bylaws or other governing instrument, or any Legal Requirement or any Order which is either applicable to, binding upon or enforceable against the Seller or the Precision Design Software Business; (b) result in full force and effect and other than those any breach of or default, or trigger any requirement to obtain the consent of any third party approvals (except as set forth in Disclosure Schedule 3.20(b)(i)), under any mortgage, lease, promissory note, governmental or consents thatreal property license, if not made Contract, purchase order, indenture, trust or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect other instrument or do not have an adverse effect on written agreement which is either binding upon or enforceable against Seller or the enforceability of the Loan Documents, Acquired Assets; (c) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partnercontravene, the Borrower or any other Loan Partyconflict with, or any order of any Governmental Authority, (d) will not violate or result in a default under violation of any indenture or other agreement regarding Indebtedness of the Borrower terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate, modify or require, any Permit that is material to the Precision Design Software Business; (d) terminate, amend or modify, or give any other Loan Party Person the right to terminate, amend, modify, abandon or give rise refuse to perform any material contract, agreement, arrangement, commitment or plan to which Seller is a right thereunder party (or beneficiary) and which relates to require any payment to be made by the Borrower ownership or such Loan Party, operation of the Acquired Assets; or (e) will not violate accelerate or result in a default under any Material Contractmodify, or give rise any Person the right to a right thereunder to require accelerate or modify, the time within which, or the terms under which, any payment duties or obligations are to be made by performed, or any rights or benefits are to be received, under any material contract, agreement, arrangement, commitment or plan to which Seller is a party (or beneficiary) and which relates to the Borrower ownership or such Loan Party, and (f) will not result in the creation or imposition of any Lien on any Property operation of the Borrower or any other Loan Party (other than the Liens created by the Loan Documents)Acquired Assets.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance of this Amendment, by Parent and the performance each Loan Party of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, Loan Documents to which such Person is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other such Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, . (b) The execution, delivery, and performance by Parent or such Loan Party of the Loan Documents to which it is a party do not require and will not (i) violate any consent or approval ofmaterial Applicable Law, registration or filing withthe Governing Documents of such Person, or any order, judgment, or decree of any court or other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other binding on such Person, whether interested or disinterested,)(ii) conflict with, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture breach of, or other agreement regarding Indebtedness constitute (with due notice or lapse of the Borrower time or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (eboth) will not violate or result in a default under any Material Contract of such Person, except to the extent that the proceeds of this Agreement shall be used to satisfy in full or otherwise cancel such Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (fiii) will not result in or require the creation or imposition of any Lien on of any Property nature whatsoever upon any assets of such Person, other than Permitted Liens, or (iv) require any approval of any holder of Stock of such Person or any approval or consent of any Person under any Material Contract of such Person, except to the extent that (x) such consents or approvals have been obtained and are still in force and effect or (y) with respect to Material Contracts, such consents or approvals have not been obtained, but the proceeds of this Agreement shall be used to satisfy or otherwise cancel such Material Contracts, thereby rendering such approvals or consents unnecessary. (c) The execution, delivery, and performance by Parent and each Loan Party of the Borrower or any other Loan Party (other than Documents to which such Person is a party and the Liens created consummation of the transactions contemplated by the Loan Documents)Documents do not and will not require any registration with, consent, or registrations, consents, approvals, notices, or other action with or by, any Governmental Authority, other than Permits, notices, or other actions that (i) have been obtained and that are still in force and effect, or (ii) the failure to obtain which would not reasonably be expected to become a Material Adverse Effect. (d) Each Loan Document has been duly executed and delivered by Parent and each Loan Party that is a party thereto and is the legally valid and binding obligation of such Person, enforceable against such Person in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) Agent’s Liens are validly created and perfected first priority Liens, subject only to Permitted Liens.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance by each Borrower of this Amendment, Agreement and the performance by each Loan Party of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, other Loan Documents to which it is a party have been duly authorized by all necessary general action on the part of such Borrower and limited partner action and, if required, equity owner action (including any action required to be taken by the General Partner or any class of directors, managers or equity holders of the General Partner, the Borrower or any such other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, Loan Parties. (b) The execution, delivery, and performance by each Borrower of this Agreement and by each Loan Party of the other Loan Documents to which it is a party do not require and will not (i) violate any consent or approval of, registration or filing with, or provision of any other action by, any Governmental Authority or any other third Person Legal Requirement (including any class of directors, managers or equity holders Regulations U and X of the General PartnerFederal Reserve Board) applicable to any Loan Party, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Governing Documents of the General Partner, the Borrower or any other Loan Party, or any order order, judgment, or decree of any court or other Governmental AuthorityAuthority binding on any Loan Party, except where such violations would not reasonably be expected, individually or in the aggregate, to cause a Material Adverse Change, (dii) will not violate or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any indenture Significant Contract except where such conflict, breach or default would not reasonably be expected, individually or in the aggregate, to cause a Material Adverse Change, (iii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other agreement regarding Indebtedness organizational documents of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (eiv) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of any Loan Party, other than Liens securing the Obligations, or (v) require any approval of the Borrower shareholders of any Loan Party or any other Loan Party approval or consent of any Person under any Significant Contract, except for any such approval or consent that has been obtained and except where failure to obtain such approval or consent would not reasonably be expected, individually or in the aggregate, to cause a Material Adverse Change. (other c) Other than the Liens created by taking of any action expressly required under this Agreement and the Loan Documents), the execution, delivery, and performance by Borrowers of this Agreement and the Loan Documents to which Borrowers or the other Loan Parties are a party does not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person. (d) This Agreement and the other Loan Documents to which each Loan Party is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Loan Party, will be the legally valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) The Liens granted by each Loan Party to Administrative Agent, for the benefit of the Secured Parties, in and to its Property pursuant to this Agreement and the other Loan Documents are validly created and first priority perfected Liens, subject only to Permitted Liens and Liens perfected only by possession, to the extent Administrative Agent has not obtained or does not maintain possession of such Collateral.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance by Borrower of this Amendment, Agreement and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, Borrower. (b) The execution, delivery, and performance by Borrower of this Agreement and the Loan Documents to which it is a party do not require and will not (i) violate (A) any consent provision of federal, state, or approval local law or regulation applicable to Borrower, (B) the Governing Documents of Borrower, or (C) any order, judgment, or decree of any court or other Governmental Authority binding on Borrower, (ii) conflict with, result in a breach of, registration or filing with, constitute (with due notice or any other action by, any Governmental Authority lapse of time or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (cboth) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture or other agreement regarding Indebtedness material contractual obligation of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan PartyBorrower, (eiii) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of the Borrower Borrower, other than Permitted Liens, or (iv) require any approval of Borrower’s interest holders or any other Loan Party approval or consent of any Person under any material contractual obligation of Borrower that has not been obtained, except with respect to clauses (b)(i) through (b)(iv) (other than clause (b)(i)(B)), to the extent that such violation, conflict, breach, default, creation or imposition of Lien or failure to obtain approval could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Change. (c) Other than the filing of the financing statements necessary to perfect the Liens created on the Collateral granted in favor of Lender, such consents, approvals and notices that have been made or obtained or those registrations, consents, approvals and notices the failure of which to make or obtain could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Change, the execution, delivery, and performance by Borrower and the other Persons party to this Agreement and the other Loan Documents)Documents to which Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Persons. (d) This Agreement and the other Loan Documents to which Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Borrower will be the legally valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, fraudulent transfer, receivership, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) The Lender’s Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.

Due Authorization; No Conflict. i. The execution, delivery delivery, and performance by the Company of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, have Amendment has been duly authorized by all necessary general action on the part of the Company. ii. The execution, delivery, and limited partner action and, if required, equity owner action (including any action required to be taken performance by the General Partner or any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization Company of this Amendment and the transactions contemplated herebywill not (i) violate any provision of federal, (b) do not require any consent or approval of, registration or filing withstate, or any other action by, any Governmental Authority local law or any other third Person (including any class of directors, managers or equity holders of regulation applicable to the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated herebyCompany, except where such as have been obtained or made and are violation contemplated in full force and effect and other than those third party approvals or consents that, if not made or obtained, this clause (i) would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an material adverse effect on the enforceability of the Loan DocumentsCompany, (cii) will not violate any applicable Governmental Requirement or any Organization the Governing Documents of the General Partner, the Borrower or any other Loan PartyCompany, or any order order, judgment, or decree of any court or other Governmental AuthorityAuthority binding on the Company, (diii) will not violate or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any indenture or other agreement regarding Indebtedness Contractual Obligation of the Borrower Company, except where such conflict, breach or any other Loan Party or give rise default contemplated in this clause (iii) would not reasonably be expected to have a right thereunder to require any payment to be made by material adverse effect on the Borrower or such Loan PartyCompany, (eiv) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of the Borrower Company, (v) require any approval of the Company’s stockholders or any approval or consent of any Person under any other Loan Party Contractual Obligation of the Company, except where the failure to obtain approval contemplated by this clause (other than v) would not reasonably be expected to have a material adverse effect on the Liens created Company. iii. The execution, delivery, and performance by the Loan Documents)Company of this Amendment will not require any registration or filing with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person, except where the failure to obtain, perform or provide such registration, filing, consent, approval, notice or other action would not reasonably be expected to have a material adverse effect on the Company. iv. This Amendment, when executed and delivered by the Company, will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. v. Any Taxes, fees and other governmental charges in connection with the execution and delivery of this Amendment will be paid. vi. After giving effect to this Amendment, the security interests granted in favor of Holder pursuant to the Security Documents are validly created, perfected Liens and subject only to Permitted Liens.

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) As to each Borrower, the execution, delivery, and performance by such Borrower of this Agreement and the other Loan Documents to which it is a party and the transactions contemplated hereby and thereby are within the Borrower’s limited partnership powers, corporate (or the equivalent) authority of such Borrower and have been duly authorized by all necessary general and limited partner action and, if required, equity owner action on the part of such Borrower. (including any action required b) As to be taken by the General Partner or any class of directors, managers or equity holders of the General Partnereach Borrower, the execution, delivery, and performance by such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local, statute, law, rule or regulation applicable to any Borrower or any order, judgment, decree, writ, injunction, license or permit of any court or other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, (b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or binding on any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any unless such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, violation could not reasonably be expected to have cause a Material Adverse Effect, (ii) violate any provision of the Governing Documents of any Borrower or require any approval of any Borrower’s interest holder, (iii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material Contractual Obligation of any Borrower unless such violation could not reasonably be expected to cause a Material Adverse Effect or do not have an adverse effect on the enforceability termination of the Loan Documentssuch contract, (civ) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (e) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (v) require any approval of any Person under any material Contractual Obligation of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect. (c) Other than the filing of UCC financing statements, PPSA registration statements and registrations in Quebec, Canada, the execution, delivery, and performance by each Borrower or any of this Agreement and the other Loan Party (Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect. (d) As to each Borrower, this Agreement and the other Loan Documents to which such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) The Administrative Agent’s Liens created by the Loan Documents)are validly created, perfected Liens, subject only to Permitted Liens.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance of this Amendment, and the performance by each Loan Party of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, Transaction Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Loan Party. (b) The execution, delivery, and performance by such Loan Party of the Transaction Documents to which it is a party do not require and will not (i) violate any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partnermaterial Applicable Law, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Governing Documents of the General Partner, the Borrower or any other Loan Party, or any order order, judgment, or decree of any Governmental Authority, (d) will not violate or result in a default under any indenture court or other agreement regarding Indebtedness of the Borrower or Governmental Authority binding on any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (eii) will not violate or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract, or give rise to a right thereunder to require Contract of any payment to be made by the Borrower or such Loan Party, and except to the extent that the proceeds of this Agreement shall be used to satisfy in full or otherwise cancel such Material Contract, (fiii) will not result in or require the creation or imposition of any Lien on of any Property nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (iv) require any approval of any holder of Stock of a Loan Party or any approval or consent of any Person under any Material Contract of any Loan Party, except to the extent that (x) such consents or approvals have been obtained and are still in force and effect or (y) with respect to Material Contracts, such consents or approvals have not been obtained, but the proceeds of this (c) The execution, delivery, and performance by each Loan Party of the Borrower Transaction Documents to which such Loan Party is a party and the consummation of the transactions contemplated by the Transaction Documents do not and will not require any Loan Party registration with, consent, or registrations, consents, approvals, notices, or other action with or by, any Governmental Authority, other than Permits, notices, or other actions that (i) have been obtained and that are still in force and effect, or (ii) the failure to obtain which would not reasonably be expected to become a Material Adverse Effect. Notwithstanding the foregoing, any filings and recordings with respect to the Collateral shall be made, or otherwise delivered to Agent for filing or recordation, as of the Second Amendment Initial Effective Date. (d) Each Transaction Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) This Agreement and the other Loan Party Documents, when executed and delivered, will grant to Agent (for the benefit of the Lender Group), upon the filing of the appropriate UCC financing statements with the filing offices listed in the Perfection Certificate, a valid and perfected Lien on the Collateral that is senior to all Liens other than Permitted Priority Liens, solely to the Liens created extent perfection can be achieved by the Loan Documents)such UCC filing.

Due Authorization; No Conflict. i. The execution, delivery delivery, and performance by the Company of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, have Amendment has been duly authorized by all necessary general action on the part of the Company. ii. The execution, delivery, and limited partner action and, if required, equity owner action (including any action required to be taken performance by the General Partner or any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization Company of this Amendment and the transactions contemplated herebywill not (1) violate any provision of federal, (b) do not require any consent or approval of, registration or filing withstate, or any other action by, any Governmental Authority local law or any other third Person (including any class of directors, managers or equity holders of regulation applicable to the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated herebyCompany, except where such as have been obtained or made and are violation contemplated in full force and effect and other than those third party approvals or consents that, if not made or obtained, this clause (1) would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an material adverse effect on the enforceability of the Loan DocumentsCompany, (c2) will not violate any applicable Governmental Requirement or any Organization the Governing Documents of the General Partner, the Borrower or any other Loan PartyCompany, or any order order, judgment, or decree of any court or other Governmental AuthorityAuthority binding on the Company, (d3) will not violate or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any indenture or other agreement regarding Indebtedness Contractual Obligation of the Borrower Company, except where such conflict, breach or any other Loan Party or give rise default contemplated in this clause (3) would not reasonably be expected to have a right thereunder to require any payment to be made by material adverse effect on the Borrower or such Loan PartyCompany, (e4) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of the Borrower Company, (5) require any approval of the Company’s stockholders or any approval or consent of any Person under any other Loan Party Contractual Obligation of the Company, except where the failure to obtain approval contemplated by this clause (other than 5) would not reasonably be expected to have a material adverse effect on the Liens created Company. iii. The execution, delivery, and performance by the Loan Documents)Company of this Amendment will not require any registration or filing with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person, except where the failure to obtain, perform or provide such registration, filing, consent, approval, notice or other action would not reasonably be expected to have a material adverse effect on the Company. iv. This Amendment, when executed and delivered by the Company, will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. v. Any Taxes, fees and other governmental charges in connection with the execution and delivery of this Amendment will be paid. vi. After giving effect to this Amendment, the security interests granted in favor of Holder pursuant to the Security Documents are validly created, perfected Liens and subject only to Permitted Liens.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance by each Credit Party of this Amendment, Agreement and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, other Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Credit Party. (b) The execution, delivery, and performance by each Credit Party of this Agreement and the other Loan Documents to which it is a party do not require and will not (i) violate any consent provision of federal, state, or approval oflocal law or regulation applicable to such Credit Party, registration or filing withthe Governing Documents of such Credit Party, or any order, judgment, or decree of any court or other action by, any Governmental Authority binding on such Credit Party, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of such Credit Party, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Credit Party, other than Permitted Liens, or (iv) require any approval of such Credit Party’s equityholders or any approval or consent of any Person under any material contractual obligation of such Credit Party, other third Person (including any class of directors, managers than consents or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as approvals that have been obtained or made and that are still in full force and effect and other than those third party approvals unless such violation, imposition of Lien or consents that, if not made failure to obtain approval or obtained, would not cause a Default, consent could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, Change. (c) Other than the filing of financing statements, the execution, delivery, and performance by each Credit Party of this Agreement and the other Loan Documents to which each such Credit Party is a party do not and will not violate require any applicable Governmental Requirement or any Organization Documents of the General Partnerregistration with, the Borrower or any other Loan Partyconsent, or any order of approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect. (d) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of This Agreement and the Borrower or any other Loan Documents to which each Credit Party or give rise to is a right thereunder to require any payment to party, and all other documents contemplated hereby and thereby, when executed and delivered by such Credit Party will be made by the Borrower or legally valid and binding obligations of such Loan Credit Party, enforceable against such Credit Party in accordance with their respective terms, except as may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) will not violate or result in a default under any Material ContractThe Agent’s Liens are validly created, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Partyperfected, and (f) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Loan Party (other than the Liens created by the Loan Documents)first priority Liens, subject only to Permitted Liens.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance of this Amendment, by Xxxxxx and the performance each other Loan Party of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, Loan Documents to which such Person is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other such Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, . (b) The execution, delivery, and performance by Parent or such other Loan Party of the Loan Documents to which it is a party do not require and will not (i) violate any consent or approval ofApplicable Law, registration or filing withthe Governing Documents of such Person, or any order, judgment, or decree of any court or other action by, any Governmental Authority binding on such Person, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of such Person, except to the extent that the proceeds of this Agreement shall be used to satisfy in full or otherwise cancel such Material Contract, (iii) result in or require the LEGAL*65859792.17 creation or imposition of any Lien of any nature whatsoever upon any assets of such Person, other than Permitted Liens, or (iv) require any approval of any holder of Stock of such Person or any approval or consent of any Person under any Material Contract of such Person, except to the extent that (x) such consents or approvals have been obtained and are still in force and effect or (y) with respect to Material Contracts, such consents or approvals have not been obtained, but the proceeds of this Agreement shall be used to satisfy or otherwise cancel such Material Contracts, thereby rendering such approvals or consents unnecessary. (c) The execution, delivery, and performance by Xxxxxx and each other third Person (including any class of directors, managers or equity holders Loan Party of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor Loan Documents to which such Person is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or a party and the consummation of the transactions contemplated herebyby the Loan Documents do not and will not require any registrations, except such as consents, approvals, notices, or other action with or by, any Governmental Authority, other than Permits, notices, or other actions that (i) have been obtained or made and that are still in full force and effect and other than those third party approvals effect, or consents that, if not made or obtained, (ii) the failure to obtain which would not cause a Default, could not reasonably be expected to have become a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order of any Governmental Authority, Effect. (d) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of the Borrower or any Each Loan Document has been duly executed and delivered by Parent and each other Loan Party that is a party thereto and is the legally valid and binding obligation of such Person, enforceable against such Person in accordance with its respective terms, except as enforcement may be limited by equitable principles or give rise by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to a right thereunder to require any payment to be made by the Borrower or such Loan Party, limiting creditors’ rights generally. (e) will not violate or result in a default under any Material ContractAgent’s Liens are validly created and perfected first priority Liens, or give rise subject only to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Loan Party (other than the Liens created by the Loan Documents)Permitted Liens.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance by such Debtor of this Amendment, Agreement and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, Indenture Agreements to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Debtor. (b) The execution, delivery, and performance by such Debtor of this Agreement and the other Indenture Documents to which it is a party do not require and will not (i) violate any consent provision of federal, state, or approval oflocal law or regulation applicable to such Debtor, registration or filing withthe Governing Documents of such Debtor, or any order, judgment, or decree of any court or other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any binding on such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated herebyDebtor, except where such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, violation could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan DocumentsEffect, (cii) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partnerconflict with, the Borrower or any other Loan Partyresult in a breach of, or any order constitute (with due notice or lapse of any Governmental Authority, (dtime or both) will not violate or result in a default under any indenture contractual obligation of such Debtor, except such conflict or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise breach which could not reasonably be expected to have a right thereunder to require any payment to be made by the Borrower or such Loan PartyMaterial Adverse Effect, (eiii) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of such Debtor, other than Permitted Liens, or (iv) require any approval of the Borrower holders of such Debtor's Capital Stock or any other Loan Party (approval or consent of any Person under any contractual obligation of such Debtor, other than (x) consents or approvals that have been obtained and that are still in force and effect and (y) those consents and approvals the failure to obtain could not reasonably be expected to have a Material Adverse Effect. 12 <PAGE> (c) Other than the filing of financing statements and the recordation of the Mortgages, the execution, delivery, and performance by such Debtor of this Agreement and the other Indenture Documents to which such Debtor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than (x) consents or approvals that have been obtained and that are still in force and effect and (y) those consents and approvals the failure to obtain could not reasonably be expected to have a Material Adverse Effect. (d) This Agreement and the other Indenture Documents to which such Debtor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Debtor will be the legally valid and binding obligations of such Debtor, enforceable against such Debtor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally. (e) The Collateral Agent's Liens created by on the Loan DocumentsCollateral of such Debtor are validly created, perfected, and first priority Liens, subject only to Permitted Liens (including the second priority Lien on the Equipment, improvements to real property and fixtures, and first priority Lien on the Accounts and Inventory, in each case, of such Debtor in favor of the Administrative Agent).

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within As to each Borrower, the Borrower’s limited partnership powersexecution, delivery, and performance by such Borrower of this Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Borrower. (b) As to each Borrower, the execution, delivery, and performance by such Borrower of this Agreement and the other Loan Documents to which it is a party do not require and will not (i) violate any consent provision of federal, state, or approval oflocal law or regulation applicable to any Borrower, registration or filing withthe Governing Documents of any Borrower, or any order, judgment, or decree of any court or other action by, any Governmental Authority or binding on any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan DocumentsBorrower, (cii) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partnerconflict with, the Borrower or any other Loan Partyresult in a breach of, or any order constitute (with due notice or lapse of any Governmental Authority, (dtime or both) will not violate or result in a default under any indenture or other agreement regarding Indebtedness material contractual obligation of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan PartyBorrower, (eiii) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of such Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower’s interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect, and any required approvals under the Gaming Laws for the continued effect of the pledge of the Stock of any Borrower as contemplated by the Security Agreement and Parent Pledge Agreement. (c) Other than the filing of financing statements, the recordation of the Mortgages and the fixture filings, and other filings or actions necessary to perfect Liens granted to Agent in the Collateral, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect, and any required approvals under the Gaming Laws for the continued effect of the pledge of the Stock of any Borrower as contemplated by the Security Agreement and Parent Pledge Agreement. (d) As to each Borrower, this Agreement and the other Loan Documents to which such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) The Agent’s Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens. (f) The execution, delivery, and performance by each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Guarantor. (g) The execution, delivery, and performance by each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to such Guarantor, the Governing Documents of such Guarantor, or any order, judgment, or decree of any court or other Loan Party Governmental Authority binding on such Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of such Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Guarantor, other than Permitted Liens, or (iv) require any approval of such Guarantor’s interestholders or any approval or consent of any Person under any material contractual obligation of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect, and any required approvals under the Liens created Gaming Laws for the continued effect of the pledge of the Stock of any Borrower as contemplated by the Security Agreement and Parent Pledge Agreement. (h) Other than the filing of financing statements, the recordation of the Mortgages and the fixture filings, and other filings or actions necessary to perfect Liens granted to Agent in the Collateral, the execution, delivery, and performance by each Guarantor of the Loan Documents)Documents to which such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect, and any required approvals under the Gaming Laws for the continued effect of the pledge of the Stock of any Borrower as contemplated by the Security Agreement and Parent Pledge Agreement. (i) The Loan Documents to which each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Guarantor will be the legally valid and binding obligations of such Guarantor, enforceable against such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

Due Authorization; No Conflict. (i) The execution, delivery and performance by each Debtor of this AmendmentAgreement, the Loan Agreement and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, other Loan Documents to which it is a party have been duly authorized by all necessary general action on the part of such Debtor. (ii) The execution, delivery and limited partner action andperformance by each Debtor of this Agreement, if requiredthe Loan Agreement and the other Loan Documents to which it is a party do not and will not (a) violate any provision of federal, equity owner action (including any action required state or local law or regulation applicable to be taken by such Debtor that would, individually or in the General Partner aggregate, have a Material Adverse Effect, the articles of incorporation or bylaws of Debtor or any class order, judgment or decree of directors, managers any court or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated herebyGovernmental Authority binding on such Debtor, (b) do not require any consent or approval of, registration or filing conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any other action bycontractual obligation of such Debtor that would, any Governmental Authority individually or any other third Person (including any class of directorsin the aggregate, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan DocumentsEffect, (c) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (e) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of such Debtor, other than as permitted by Section 8.5 to the Loan Agreement or (d) require any approval or consent of any Person under any material contractual obligation of such Debtor, other than consents or approvals that have been obtained and that are still in full force and effect. (iii) Other than the filing of financing statements in the jurisdictions in which each Debtor is located for purposes of Sections 9-301 and 9-307 of the Borrower or any Code, the execution, delivery and performance by Debtor of this Agreement, the Loan Agreement and the other Loan Party (Documents to which Debtor is a party do not and will not require any registration with, consent or approval of, or notice to, or other action with or by, any Governmental Authority other than consents or approvals that have been obtained and that are still in full force and effect or such consents and approvals that if not obtained would not, individually or in the Liens created by aggregate, have a Material Adverse Effect. (iv) This Agreement, the Loan Documents)Agreement and the other Loan Documents to which each Debtor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Debtor will be the legally valid and binding obligations of such Debtor, enforceable against such Debtor in accordance with their respective terms. (v) Upon the filing of the financing statements in the jurisdictions in which each Debtor is located for purposes of Sections 9-301 and 9-307 of the Code on and after the date of the initial Loan under the Loan Agreement, Lender's Liens in the Collateral evidenced thereby are validly created, perfected and first priority Liens, subject only to Liens permitted by Sections 9.5 and 10.2(iii) of the Loan Agreement.

Due Authorization; No Conflict. (a) Each Seller Party has the full corporate power and authority to execute and deliver this Agreement and all other agreements, certificates and documents executed or to be executed in connection herewith by such Seller Party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Party of this AmendmentAgreement and all other agreements, certificates and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, documents executed or to be executed in connection herewith have been duly authorized by all necessary general and limited partner corporate action and, if required, equity owner action (including any action required to be taken by the General Partner or any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Seller Party. (b) do not require This Agreement has been duly executed and delivered by each Seller Party. This Agreement, and all other agreements, certificates and documents executed or to be executed by a Seller Party in connection herewith, constitute or, when executed and delivered, shall constitute a legal, valid and binding Contractual Obligation of such Seller Party, enforceable against such Seller Party in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) Laws governing specific performance, injunctive relief and other equitable remedies. (c) Except for any consent required authorizations, approvals, consents or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders waivers in connection with the assignment of the General PartnerAssigned Contracts and as set forth in Section 5.2(c) of the Disclosure Schedule, the Borrower or any other Personexecution and delivery by the Seller Parties of the Transaction Documents, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability performance by the Seller Parties of this Amendment or their respective obligations hereunder and thereunder and the consummation of the transactions contemplated herebyhereby and thereby, except such as have been obtained shall not (with or made without notice or lapse of time): (i) violate, conflict with, result in a breach of the terms or conditions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, (A) any Assigned Contract, (B) any other material Contractual Obligation related to the Business and are to which any Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, or (C) any Law, Governmental Authorization or Governmental Order applicable to any Seller Party, in full force and effect and connection with the Purchased Assets, the Business or the Assumed Liabilities; (ii) contravene the Organizational Documents of any Seller Party; (iii) require either Seller to make any declaration, filing or registration with, or provide any notice to, any Governmental Authority or obtain any Governmental Authorization (other than those third party approvals declarations, filings, registrations, notices and Governmental Authorizations the failure of which to make or consents that, if not made or obtained, would not cause a Default, obtain could not reasonably be expected to have a Material Adverse Effect Effect); (iv) require any consent, approval or do not have an adverse effect on the enforceability of the Loan Documentsauthorization of, (c) will not violate any applicable Governmental Requirement declaration, filing or any Organization Documents of the General Partner, the Borrower or any other Loan Partyregistration with, or notice to, any order of any Personother than a Governmental Authority, ; or (dv) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (e) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on Encumbrance upon any Property of the Borrower or any other Loan Party (Purchased Assets other than the Liens created by the Loan Documents)a Permitted Lien.

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within As to each Loan Party, the Borrower’s limited partnership powersexecution, delivery, and performance by such Loan Party of this Agreement and the Transaction Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of this Agreement and the other Transaction Documents to which it is a party do not require and will not (i) violate any consent or approval ofprovision of foreign, registration or filing withfederal, state, or local law or regulation applicable to any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General PartnerLoan Party, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Governing Documents of the General Partner, the Borrower or any other Loan Party, or any order order, judgment, or decree of any court or other Governmental AuthorityAuthority binding on any Loan Party, (dii) will not violate or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any indenture or other agreement regarding Indebtedness material contractual obligation of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party(including, (e) will not violate or result in a default under without limitation, any Material Contract), or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (fiii) will not result in or require the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of the Borrower any Loan Party, or (iv) require any approval of any Loan Party’s interestholders or any other approval or consent of any Person under any material contractual obligation of any Loan Party (including, without limitation, any Material Contract), other than consents or approvals that have been obtained and that are still in force and effect. (c) Other than the filing of financing statements, the recordation of the Mortgages, and other filings or actions necessary to perfect Liens granted to Agent in the Collateral, the execution, delivery, and performance by each Loan Party of this Agreement and the other Transaction Documents to which such Loan Party is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect. (d) As to each Loan Party, this Agreement and the other Transaction Documents to which such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Loan Party will be the legally valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) The Agent’s Liens with respect to property in which a Lien can be created and perfected under the Code are validly created, perfected (other than (i) in respect of motor vehicles and (ii) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 6.12, and subject only to (A) the filing of financing statements and the recordation of the Mortgages, (B) with respect to Intellectual Property (as defined in the Security Agreement), the filing of the documents provided for in Section 5(c) of the Security Agreement, and (C) with respect to the Pledged Interests, Investment Related Property and Pledged Notes (as such terms are defined in the Security Agreement), the taking possession thereof by the Loan DocumentsAgent and the taking of any other actions necessary to perfect Agent’s Liens therein as provided in Section 5(e) of the Security Agreement), and, to the extent provided in the Intercreditor Agreement, first priority Liens, subject only to Permitted Liens.

Due Authorization; No Conflict. (a) Each of the Buyer Parties has full corporate power and authority to execute, deliver and perform this Agreement and all other Transaction Documents to which it is a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance by each of the Buyer Parties of this Amendment, Agreement and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, all other Transaction Documents to which it is a party have been duly authorized by all necessary general corporate action. This Agreement, and limited partner action and, if required, equity owner action (including any action required all other Transaction Documents executed or to be taken executed by the General Partner or any class a Buyer Party, as applicable in connection herewith, constitute or, when executed and delivered, shall constitute, a legal, valid and binding Contractual Obligation of directorssuch Buyer Party, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) as applicable enforceable against such Buyer Party in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, accordance with its terms. (b) do not require any consent or approval ofExcept for the PSC Approval (collectively, registration or filing withthe “Buyer Required Consents and Authorizations”), or any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders the execution and delivery by each of the General PartnerBuyer Parties of this Agreement and the Transaction Documents to which it is a party, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for performance by each of the validity or enforceability Buyer Parties of this Amendment or its obligations hereunder and thereunder and the consummation of the transactions contemplated herebyhereby and thereby, except such as have been obtained shall not (with or made and are in full force and effect and other than those third party approvals without notice or consents thatlapse of time): (i) violate, if not made or obtainedconflict with, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture or other agreement regarding Indebtedness breach of the Borrower terms or conditions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, (A) any Contractual Obligation to which either Buyer Party is a party or by which either Buyer Party’s respective assets is subject or by which either Buyer Party is bound, or (C) any Law, Governmental Authorization or Governmental Order applicable to either Buyer Party, a Buyer’s Party’s respective assets or business; (ii) contravene the Organizational Documents of either of the Buyer Parties; (iii) require either of the Buyer Parties to make any declaration, filing or registration with, or provide any notice to, any Governmental Authority or obtain any Governmental Authorization, (iv) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any other Loan Party Person; or give rise (v) cause Seller to a right thereunder to require have any payment to be made by the Borrower or such Loan Party, (e) will not violate or result in a default under Liability for any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on any Property Tax properly due from either of the Borrower or any other Loan Party (other than the Liens created by the Loan Documents)Buyer Parties.

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) As to each Borrower, the execution, delivery, and performance by such Borrower of this Agreement and the other Loan Documents to which it is a party and the transactions contemplated hereby and thereby are within the Borrower’s limited partnership powers, corporate (or the equivalent) authority of such Borrower and have been duly authorized by all necessary general and limited partner action and, if required, equity owner action on the part of such Borrower. (including any action required b) As to be taken by the General Partner or any class of directors, managers or equity holders of the General Partnereach Borrower, the execution, delivery, and performance by such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local, statute, law, rule or regulation applicable to any Borrower or any order, judgment, decree, writ, injunction, license or permit of any court or other Person, whether interested or disinterested) in order Governmental Authority binding on any Borrower unless such violation could not reasonably be expected to ensure the due authorization of this Amendment and the transactions contemplated herebycause a Material Adverse Change, (bii) do not violate any provision of the Governing Documents of any Borrower or require any consent or approval of any Borrower's interest holder, (iii) conflict with, result in a breach of, registration or filing withconstitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower unless such violation could not reasonably be expected to cause a Material Adverse Change or the termination of such contract, (iv) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens unless the imposition of such Lien could not reasonably be expected to cause a Material Adverse Change, or (v) require any approval of any Person under any material contractual obligation of any Borrower, other action by, any Governmental Authority than consents or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as approvals that have been obtained or made and that are still in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, unless such consent could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, Change. (c) Other than the filing of Uniform Commercial Code financing statements, PPSA registration statements and registrations in Quebec, Canada, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not violate require any applicable Governmental Requirement or any Organization Documents of the General Partnerregistration with, the Borrower or any other Loan Partyconsent, or any order of approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect. (d) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of As to each Borrower, this Agreement and the Borrower or any other Loan Party Documents to which such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their 85 respective terms, except as enforcement may be limited by equitable principles or give rise by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to a right thereunder to require any payment to be made by the Borrower or such Loan Party, limiting creditors' rights generally. (e) will not violate or result in a default under any Material ContractAgent's Liens are validly created, or give rise perfected and first priority Liens, subject only to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Loan Party (other than the Liens created by the Loan Documents)Permitted Liens.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance of this Amendment, by Xxxxxx and the performance each other Loan Party of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, Loan Documents to which such Person is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other such Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, . (b) The execution, delivery, and performance by Parent or such other Loan Party of the Loan Documents to which it is a party do not require and will not (i) violate any consent or approval ofmaterial Applicable Law, registration or filing withthe Governing Documents of such Person, or any order, judgment, or decree of any court or other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other binding on such Person, whether interested or disinterested,)(ii) conflict with, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture breach of, or other agreement regarding Indebtedness constitute (with due notice or lapse of the Borrower time or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (eboth) will not violate or result in a default under any Material Contract of such Person, except to the extent that the proceeds of this Agreement shall be used to satisfy in full or otherwise cancel such Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (fiii) will not result in or require the creation or imposition of any Lien on of any Property nature whatsoever upon any assets of the Borrower such Person, other than Permitted Liens, or (iv) require any approval of any holder of Stock of such Person or any approval or consent of any Person under any Material Contract of such Person, except to the extent that (x) such consents or approvals have been obtained and are still in force and effect or (y) with respect to Material Contracts, such consents or approvals have not been obtained, but the proceeds of this Agreement shall be used to satisfy or otherwise cancel such Material Contracts, thereby rendering such approvals or consents unnecessary. (c) The execution, delivery, and performance by Parent and each other Loan Party (other than of the Liens created Loan Documents to which such Person is a party and the consummation of the transactions contemplated by the Loan Documents)Documents do not and will not require any registration with, consent, or registrations, consents, approvals, notices, or other action with or by, any Governmental Authority, other than Permits, notices, or other actions that (i) have been obtained and that are still in force and effect, or (ii) the failure to obtain which would not reasonably be expected to become a Material Adverse Effect. (d) Each Loan Document has been duly executed and delivered by Parent and each other Loan Party that is a party thereto and is the legally valid and binding obligation of such Person, enforceable against such Person in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) Agent’s Liens are validly created and perfected first priority Liens, subject only to Permitted Liens.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance by each Credit Party of this Amendment, Agreement and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Credit Party. (b) The execution, delivery, and performance by each Credit Party of this Agreement and the Closing Date Documents to which it is a party do not require and will not (i) violate any consent or approval ofprovision of federal, registration or filing withstate, or any other action by, any Governmental Authority local law or any other third Person (including any class of directors, managers or equity holders of the General Partnerregulation applicable to such Credit Party, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Governing Documents of the General Partner, the Borrower or any other Loan such Credit Party, or any order order, judgment, or decree of any court or other Governmental AuthorityAuthority binding on such Credit Party, (dii) will not violate or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any indenture or other agreement regarding Indebtedness material contractual obligation of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Credit Party, (eiii) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of such Credit Party, other than Permitted Liens, or (iv) require any approval of such Credit Party’s stockholders or any approval or consent of any Person under any material contractual obligation of such Credit Party. (c) The execution, delivery, and performance by each Borrower of this Agreement and the Closing Date Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person. (d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, are, or when executed and delivered by such Borrower will be, the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) The Lenders’ Liens are validly created, perfected, and first-priority Liens, subject only to Permitted Liens. (f) The execution, delivery, and performance by each Subsidiary Guarantor of the Borrower Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to such Subsidiary Guarantor, the Governing Documents of such Subsidiary Guarantor, or any order, judgment, or decree of any court or other Loan Party Governmental Authority binding on such Subsidiary Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of such Subsidiary Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Subsidiary Guarantor, other than the Liens created Permitted Liens, or (iv) require any approval of such Subsidiary Guarantor’s stockholders or any approval or consent of any Person under any material contractual obligation of such Subsidiary Guarantor. (g) The execution, delivery, and performance by each Subsidiary Guarantor of the Loan Documents)Documents to which such Subsidiary Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person. (h) The Loan Documents to which each Subsidiary Guarantor is a party, and all other documents contemplated hereby and thereby, are, or when executed and delivered by such Subsidiary Guarantor will be, the legally valid and binding obligations of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within As to each Loan Party, the Borrower’s limited partnership powersexecution, delivery, and performance by such Loan Party of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of this Agreement and the other Loan Documents to which it is a party do not require and will not (i) violate any consent or approval ofprovision of federal, registration or filing withstate, or local Law or regulation applicable to any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General PartnerLoan Party, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Governing Documents of the General Partner, the Borrower or any other Loan Party, or any order order, judgment, or decree of any Governmental Authority, (d) will not violate or result in a default under any indenture court or other agreement regarding Indebtedness of the Borrower or Governmental Authority binding on any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (eii) will not violate or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract, or give rise to a right thereunder to require Contract of any payment to be made by the Borrower or such Loan Party, and (fiii) will not result in or require the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of any Loan Party, other than as required by this Agreement or Permitted Liens, or (iv) require any approval of any Loan Party's interestholders or any approval or consent of any Person under any Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect. (c) Other than the filing of financing statements, the recordation of the Borrower Mortgages, and other filings or any actions necessary to perfect Liens granted to Agent in the Collateral, the execution, delivery, and performance by each Loan Party of this Agreement and the other Loan Documents to which such Loan Party is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect. (d) As to each Loan Party, this Agreement and the other Loan Documents to which such Loan Party is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Loan Party will be the legally valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar Laws relating to or limiting creditors' rights generally. (e) The Agent's Liens are validly created, perfected (other than (i) in respect of motor vehicles and (ii) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 6.12, and subject only to the Liens created by filing of financing statements and the Loan Documentsrecordation of the Mortgages), and first priority Liens, subject only to Permitted Liens.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance by each Credit Party of this Amendment, Agreement and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Credit Party. (b) The execution, delivery, and performance by each Credit Party of this Agreement and the other Loan Documents to which it is a party do not require and will not (i) violate any consent or approval ofprovision of federal, registration or filing withstate, or any other action by, any Governmental Authority local law or any other third Person (including any class of directors, managers or equity holders of the General Partnerregulation applicable to such Credit Party, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Governing Documents of the General Partner, the Borrower or any other Loan such Credit Party, or any order order, judgment, or decree of any court or other Governmental AuthorityAuthority binding on such Credit Party, (dii) will not violate or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any indenture or other agreement regarding Indebtedness material contractual obligation of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Credit Party, including, without limitation, the Indenture or Senior Subordinated Notes, (eiii) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of the Borrower such Credit Party, other than Permitted Liens, or (iv) require any approval of such Credit Party’s equity holders or any approval or consent of any Person under any material contractual obligation of such Credit Party, other than consents or approvals that have been obtained and that are still in force and effect, unless such violation, imposition of Lien or failure to obtain approval or consent would not reasonably be expected to result in a Material Adverse Change. (c) Other than the filing of financing statements, the execution, delivery, and performance by each Credit Party of this Agreement and the other Loan Documents to which each such Credit Party (is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect. (d) This Agreement and the other Loan Documents to which each Credit Party is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Credit Party will be the legally valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their respective terms, except as may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) The Agent’s Liens created by the Loan Documents)are validly created, perfected, and first priority Liens, subject only to Permitted Liens.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance by such Debtor of this Amendment, Agreement and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, other Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Debtor. (b) The execution, delivery, and performance by such Debtor of this Agreement and the other Loan Documents to which it is a party do not require and will not (i) violate any consent provision of federal, state, or approval oflocal law or regulation applicable to such Debtor, registration or filing withthe Governing Documents of such Debtor, or any order, judgment, or decree of any court or other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any binding on such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated herebyDebtor, except where such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, violation could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan DocumentsEffect, (cii) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partnerconflict with, the Borrower or any other Loan Partyresult in a breach of, or any order constitute (with due notice or lapse of any Governmental Authority, (dtime or both) will not violate or result in a default under any indenture contractual obligation of such Debtor, except such conflict or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise breach which could not reasonably be expected to have a right thereunder to require any payment to be made by the Borrower or such Loan PartyMaterial Adverse Effect, (eiii) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of such Debtor, other than Permitted Liens, or (iv) require any approval of the Borrower holders of such Debtor's Capital Stock or any approval or consent of any Person under any contractual obligation of such Debtor, other than (x) consents or approvals that have been obtained and that are still in force and effect and (y) those consents and approvals the failure to obtain could not reasonably be expected to have a Material Adverse Effect. (c) Other than the filing of financing statements and the recordation of the Mortgages, the execution, delivery, and performance by such Debtor of this Agreement and the other Loan Party (Documents to which such Debtor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than (x) consents or approvals that have been obtained and that are still in force and effect and (y) those consents and approvals the failure to obtain could not reasonably be expected to have a Material Adverse Effect. (d) This Agreement and the other Loan Documents to which such Debtor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Debtor will be the legally valid and binding obligations of such Debtor, enforceable against such Debtor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally. (e) The Agent's Liens created by on the Loan Documents)Collateral of such Debtor are validly created, perfected, and, subject to the Intercreditor Agreement, first priority liens, subject only to Permitted Liens.

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within As to each Credit Party, the Borrower’s limited partnership powersexecution, delivery, and performance by such Credit Party of this Agreement and the Transaction Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Credit Party. (b) As to each Credit Party, the execution, delivery, and performance by such Credit Party of this Agreement and the other Transaction Documents to which it is a party do not require and will not (i) violate any consent or approval ofprovision of federal, registration or filing withstate, or any other action by, any Governmental Authority local law or any other third Person (including any class of directors, managers or equity holders of regulation applicable to the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated herebyCredit Parties, except where such as have been obtained or made and are violation contemplated in full force and effect and other than those third party approvals or consents that, if not made or obtained, this clause (ii) would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an material adverse effect on the enforceability of the Loan DocumentsCredit Parties on a consolidated basis, (cii) will not violate any applicable Governmental Requirement or any Organization the Governing Documents of the General Partner, the Borrower or any other Loan PartyCredit Parties, or any order order, judgment, or decree of any court or other Governmental AuthorityAuthority binding on the Credit Parties, (diii) will not violate or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any indenture or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan PartyContractual Obligation set forth on Schedule 5.2(b), (eiv) will not violate or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contractother Contractual Obligation of the Credit Parties, except where such conflict, breach or give rise default contemplated in this clause (iv) would not reasonably be expected to have a right thereunder to require any payment to be made by material adverse effect on the Borrower or such Loan PartyCredit Parties on a consolidated basis, and (fv) will not result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Credit Party or (vi) require any approval of any Credit Party’s interestholders or any approval or consent of any Person under any Contractual Obligation set forth on Schedule 5.2(b), or (vii) require any Property approval of any Credit Party’s interestholders or any approval or consent of any Person under any other Contractual Obligation of any Credit Party, except where the failure to obtain approval contemplated by this clause (vii) would not reasonably be expected to have a material adverse effect on the Credit Parties on a consolidated basis. (c) Other than the filing of financing statements, the filing of a Form D with the SEC pursuant to the Securities Act and a Listing of Additional Shares Notification Form with NASDAQ in the time and manner required thereby, the execution, delivery, and performance by each Credit Party of this Agreement and the other Transaction Documents to which it is a party do not and will not require any registration or filing with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person, except where the failure to obtain, perform or provide such registration, filing, consent, approval, notice or other action would not reasonably be expected to have a material adverse effect on the Credit Parties on a consolidated basis. (d) This Agreement and the other Transaction Documents, and all other documents contemplated hereby and thereby, when executed and delivered by the Company will be the legally valid and binding obligations of the Borrower Company, enforceable against the Company in accordance with their respective terms, except as enforcement may be limited by equitable principles or any by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) Any Taxes, fees and other Loan Party governmental charges in connection with the execution and delivery of this Agreement and the other Transaction Documents or the execution, delivery and sale of the Notes has been or will be paid on or prior to the Closing Date. (other than f) The security interests granted in favor of Purchasers pursuant to the Security Documents are validly created, perfected Liens created by the Loan Documents)and subject only to Permitted Liens.

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of this Agreement and the other Loan Documents to which it is a party and the transactions contemplated hereby and thereby are within the Borrower’s limited partnership powers, corporate (or the equivalent) authority of such Loan Party and have been duly authorized by all necessary general and limited partner corporate or other organization action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Loan Party. (b) do As to each Loan Party, the execution, delivery, and performance by such Loan Party of this Agreement and the other Loan Documents to which it is a party does not and will not (i) violate any provision of federal, state, or local statute, law, rule or regulation applicable to such Loan Party (other than any such local statute, law, rule or regulation that is not violated in any material respect) or any order, judgment, decree, writ, injunction, license or permit of any court or other Governmental Authority binding on such Loan Party, (ii) violate any provision of the Governing Documents of such Loan Party or require any consent approval of such Loan Party’s interest holder, (iii) conflict with, result in a breach or approval termination of, registration or filing withconstitute (with due notice or lapse of time or both) a default under any material contractual obligation of such Loan Party, unless such conflict, breach, termination or default could not reasonably be expected to cause a Material Adverse Change, (iv) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Loan Party, other than Permitted Liens, or (v) require any approval of any Person under any material contractual obligation of such Loan Party, other action by, any Governmental Authority than (x) consents or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as approvals that have been obtained or made and that are still in full force and effect and other than those third party (y) consents or approvals or consents that, if not made or obtained, would not cause a Default, the failure to obtain which could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, Change. (c) Other than the filing of Uniform Commercial Code financing statements and the PPSA financing statements, the execution, delivery, and performance by each Loan Party of this Agreement and the other Loan Documents to which such Loan Party is a party do not and will not violate require any applicable Governmental Requirement or any Organization Documents of the General Partnerregistration with, the Borrower or any other Loan Partyconsent, or any order of approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect. (d) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of As to each Loan Party, this Agreement and the Borrower or any other Loan Documents to which such Loan Party or give rise to is a right thereunder to require any payment to party, and all other documents contemplated hereby and thereby, when executed and delivered by such Loan Party will be made by the Borrower or legally valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance laws, fraudulent transfer laws or similar laws relating to or limiting creditors’ rights generally and general principles of equity. (e) will not violate or result in a default under any Material ContractAgent’s Liens are validly created, or give rise perfected and first priority Liens, subject only to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Loan Party (other than the Liens created by the Loan Documents)Permitted Liens.

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within As to each Loan Party, the Borrower’s limited partnership powersexecution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not require and will not (i) violate any consent provision of federal, state, or approval oflocal law or regulation applicable to any Loan Party or its Subsidiaries, registration the Governing Documents of any Loan Party or filing withits Subsidiaries, or any order, judgment, or decree of any court or other action by, any Governmental Authority binding on any Loan Party or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documentsits Subsidiaries, (cii) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partnerconflict with, the Borrower or any other Loan Partyresult in a breach of, or any order constitute (with due notice or lapse of any Governmental Authority, (dtime or both) will not violate or result in a default under any indenture or other agreement regarding Indebtedness material contractual obligation of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Partyits Subsidiaries, (eiii) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of any Loan Party, other than Permitted Liens, or (iv) require any approval of any Loan Party’s equityholders or any approval or consent of any Person under any material contractual obligation of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect. (c) The execution, delivery, and performance by each Loan Party of the Borrower or any other Loan Documents to which such Loan Party is a party and the consummation of the transactions contemplated by the Loan Documents do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect. (d) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) The Agent’s Liens are validly created, perfected (other than (i) such Liens that are released in accordance with the Liens created by terms and conditions of the Loan Documents, (ii) in respect of motor vehicles, and (iii) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 6.11, and subject only to the filing of financing statements and the recordation of the Mortgages), and first priority Liens, subject only to Permitted Liens.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance by Borrower of this Amendment, Agreement and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, Loan Documents to which it is a party have been duly authorized by all necessary general action on the part of Borrower and limited partner action andBorrower, if required, equity owner action (including any action required subject to be taken by the General Partner or any class of directors, managers or equity holders entry and terms of the General PartnerFinal Bankruptcy Court Order, the Borrower or any other Person, whether interested or disinterested) in order has full power and authority to ensure the due authorization of this Amendment own and the transactions contemplated hereby, hold under lease its property and to conduct its business substantially as currently conducted by it. (b) The execution, delivery, and performance by Borrower of this Agreement and the other Loan Documents to which it is a party do not require and will not (i) violate any consent provision of federal, state, or approval oflocal law or regulation applicable to Borrower, registration or filing withthe Governing Documents of Borrower, or any order, judgment, or decree of any court or other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect binding on the enforceability of the Loan DocumentsBorrower, (cii) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partnerconflict with, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture breach of, or other agreement regarding Indebtedness constitute (with due notice or lapse of the Borrower time or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (eboth) will not violate or result in a default under any Material ContractContract of Borrower (other than defaults, the enforcement of which will be stayed by virtue of the filing of the Chapter 11 Cases) or give rise to a right thereunder to require any payment to be made by the Borrower approval or such Loan Partyconsent of any Person under any Material Contract of Borrower, other than consents or approvals that have been obtained and that are still in force and effect, (fiii) will not result in or require the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of Borrower, other than Permitted Liens, or (iv) require any approval of Borrower’s interest holders, other than approvals that have been obtained and that are still in force and effect. (c) Except for the Bankruptcy Court Orders, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority is required for (i) the execution, delivery and performance by Borrower of this Agreement and the other Loan Documents to which it is a party, (ii) the pledge or grant by Borrower or any or its Subsidiaries of the Liens created in favor of Agent, Bank Product Providers and the Lenders pursuant to this Agreement or any of the Loan Documents or (iii) the exercise by Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to this Agreement, any of the Loan Documents or created or provided for by applicable law), except as may be required, in connection with the disposition of any pledged Collateral, by laws generally affecting the offering and sale of securities. (d) Subject to the entry of the Bankruptcy Court Orders, this Agreement and the other Loan Party Documents to which Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Borrower, will be the legally valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) [Intentionally Deleted] (f) The execution, delivery, and performance by Parent and each Debtor Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent and each Debtor Guarantor, and Parent and each Debtor Guarantor, subject to the entry and terms of the Bankruptcy Court Orders, has full power and authority to own and hold under lease its property and to conduct its business substantially as currently conducted by it. (g) The execution, delivery, and performance by Parent and each Debtor Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent or such Debtor Guarantor, the Governing Documents of Parent or such Debtor Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent or such Debtor Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of Parent or such Debtor Guarantor (other than with respect to Material Contracts of such Debtor Guarantor, defaults, the enforcement of which will be stayed by virtue of the filing of the Chapter 11 Cases) or require any approval or consent of any Person under any Material Contract of Parent or such Debtor Guarantor, other than consents or approvals that have been obtained and that are still in force and effect, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent or such Debtor Guarantor, other than Permitted Liens, or (iv) require any approval of Parent’s or such Debtor Guarantor’s interest holders other than approvals that have been obtained and that are still in force and effect. (h) Except for the Final Bankruptcy Court Order, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority is required for (i) the execution, delivery and performance by each Debtor Guarantor of this Agreement and the other Loan Documents to which such Debtor Guarantor is a party, (ii) the pledge or grant each Debtor Guarantor or any or its Subsidiaries of the Liens created by in favor of Agent, Bank Product Providers and the Lenders pursuant to this Agreement or any of the Loan DocumentsDocuments or (iii) the exercise by Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to this Agreement, any of the Loan Documents or created or provided for by applicable law), except as may be required, in connection with the disposition of any pledged Collateral, by laws generally affecting the offering and sale of securities (i) Other than the filing of financing statements, the recordation of Mortgages, and other filings or actions necessary to perfect Liens granted to Agent in the Collateral owned by Parent, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority is required for (i) the execution, delivery and performance by Parent of this Agreement and the other Loan Documents to which it is a party, (ii) the pledge or grant by Parent of the Liens created in favor of Agent, Bank Product Providers and the Lenders pursuant to this Agreement or any of the Loan Documents or (iii) the exercise by Agent of any rights or remedies in respect of any Collateral owned by Parent (whether specifically granted or created pursuant to this Agreement, any of the Loan Documents or created or provided for by applicable law), except as may be required, in connection with the disposition of any pledged Collateral, by laws generally affecting the offering and sale of securities. (j) Subject to the entry of the Final Bankruptcy Court Order, the Loan Documents to which each Debtor Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Debtor Guarantor, will be the legally valid and binding obligations of such Debtor Guarantor, enforceable against such Debtor Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (k) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent, will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (l) No Default or Event of Default exists.

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) As to each Borrower, the execution, delivery, and performance by such Borrower of this Agreement and the other Loan Documents to which it is a party and the transactions contemplated hereby and thereby are within the Borrower’s limited partnership powers, corporate (or the equivalent) authority of such Borrower and have been duly authorized by all necessary general and limited partner action and, if required, equity owner action on the part of such Borrower. (including any action required b) As to be taken by the General Partner or any class of directors, managers or equity holders of the General Partnereach Borrower, the execution, delivery, and performance by such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local, statute, law, rule or regulation applicable to any Borrower or any order, judgment, decree, writ, injunction, license or permit of any court or other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, (b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or binding on any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any unless such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, violation could not reasonably be expected to have cause a Material Adverse Effect, (ii) violate any provision of the Governing Documents of any Borrower or require any approval of any Borrower’s interest holder, (iii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material Contractual Obligation of any Borrower unless such violation could not reasonably be expected to cause a Material Adverse Effect or do not have an adverse effect on the enforceability termination of the Loan Documentssuch contract, (civ) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (e) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens unless the imposition of such Lien could not reasonably be expected to cause a Material Adverse Effect, or (v) require any approval of any Person under any material Contractual Obligation of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect. (c) Other than the filing of UCC financing statements, PPSA registration statements and registrations in Quebec, Canada, the execution, delivery, and performance by each Borrower or any of this Agreement and the other Loan Party (Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect. (d) As to each Borrower, this Agreement and the other Loan Documents to which such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) The Administrative Agent’s Liens created by the Loan Documents)are validly created, perfected and first priority Liens, subject only to Permitted Liens.

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within As to each Credit Party, the Borrower’s limited partnership powersexecution, delivery, and performance by such Credit Party of this Agreement and the Transaction Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Credit Party. (b) As to each Credit Party, the execution, delivery, and performance by such Credit Party of this Agreement and the Transaction Documents to which it is a party do not require and will not (i) violate any consent or approval ofprovision of federal, registration or filing withstate, or local law or regulation applicable to any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General PartnerCredit Party, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Governing Documents of the General Partner, the Borrower or any other Loan Credit Party, or any order order, judgment, or decree of any court or other Governmental AuthorityAuthority binding on any Credit Party, (dii) will not violate or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any indenture or other agreement regarding Indebtedness material Contractual Obligation of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Credit Party, including but not limited to any Material Provider Contract or Hospital Contract, (eiii) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of any Credit Party, other than Permitted Liens, or (iv) require any approval of any Credit Party’s interestholders or any approval or consent of any Person under any material Contractual Obligation of any Credit Party, including but not limited to any Material Provider Contract or Hospital Contract. (c) Other than the filing of financing statements, the filing of a Form D with the SEC pursuant to the Securities Act and a Form 25102(f) with the California Commissioner of Corporations and the effectiveness of the Borrower Intercreditor Agreement, the execution, delivery, and performance by each Credit Party of this Agreement and the Transaction Documents to which such Credit Party is a party do not and will not require any registration or filing with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Loan Person. (d) As to each Credit Party, this Agreement and the other Transaction Documents to which such Credit Party is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Credit Party will be the legally valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (other than e) The security interests granted in favor of Purchaser pursuant to the Security Documents are validly created, perfected, first priority Liens and subject only to Permitted Liens (including the Liens created by of the Loan DocumentsSenior Lender). (f) Any Taxes, fees and other governmental charges in connection with the execution and delivery of this Agreement and the other Transaction Documents or the execution, delivery and sale of the Securities have been or will be paid on or prior to the Closing Date.

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within As to each Loan Party, the Borrower’s limited partnership powersexecution, delivery, and performance by such Loan Party of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of this Agreement and the other Loan Documents to which it is a party do not require and will not (i) violate any consent or approval ofprovision of federal, registration or filing withstate, or local Law or regulation applicable to any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General PartnerLoan Party, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Governing Documents of the General Partner, the Borrower or any other Loan Party, or any order order, judgment, or decree of any Governmental Authority, (d) will not violate or result in a default under any indenture court or other agreement regarding Indebtedness of the Borrower or Governmental Authority binding on any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (eii) will not violate or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract, or give rise to a right thereunder to require Contract of any payment to be made by the Borrower or such Loan Party, and (fiii) will not result in or require the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of any Loan Party, other than as required by this Agreement or Permitted Liens, or (iv) require any approval of any Loan Party's interestholders and/or shareholders or any approval or consent of any Person under any Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect. (c) Other than the filing of financing statements (and equivalent instruments in the United Kingdom), the recordation of the Borrower Mortgages, and other filings or any actions necessary to perfect Liens granted to Agent in the Collateral, the execution, delivery, and performance by each Loan Party of this Agreement and the other Loan Documents to which such Loan Party is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect. (d) As to each Loan Party, this Agreement and the other Loan Documents to which such Loan Party is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Loan Party will be the legally valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar Laws relating to or limiting creditors' rights generally. (e) The Agent's Liens are validly created, perfected (other than (i) in respect of motor vehicles and (ii) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 6.12, and subject only to the Liens created by filing of financing statements (and equivalent instruments in the Loan DocumentsUnited Kingdom) and the recordation of the Mortgages), and first priority Liens, subject only to Permitted Liens.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance of this Amendment, by Pxxxxx and the performance each Loan Party of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, Loan Documents to which such Person is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other such Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, . (b) The execution, delivery, and performance by Parent or such Loan Party of the Loan Documents to which it is a party do not require and will not (i) violate any consent or approval ofmaterial Applicable Law, registration or filing withthe Governing Documents of such Person, or any order, judgment, or decree of any court or other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other binding on such Person, whether interested or disinterested,)(ii) conflict with, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture breach of, or other agreement regarding Indebtedness constitute (with due notice or lapse of the Borrower time or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (eboth) will not violate or result in a default under any Material Contract of such Person, except to the extent that the proceeds of this Agreement shall be used to satisfy in full or otherwise cancel such Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (fiii) will not result in or require the creation or imposition of any Lien on of any Property nature whatsoever upon any assets of such Person, other than Permitted Liens, or (iv) require any approval of any holder of Stock of such Person or any approval or consent of any Person under any Material Contract of such Person, except to the extent that (x) such consents or approvals have been obtained and are still in force and effect or (y) with respect to Material Contracts, such consents or approvals have not been obtained, but the proceeds of this Agreement shall be used to satisfy or otherwise cancel such Material Contracts, thereby rendering such approvals or consents unnecessary. (c) The execution, delivery, and performance by Parent and each Loan Party of the Borrower or any other Loan Party (other than Documents to which such Person is a party and the Liens created consummation of the transactions contemplated by the Loan Documents)Documents do not and will not require any registration with, consent, or registrations, consents, approvals, notices, or other action with or by, any Governmental Authority, other than Permits, notices, or other actions that (i) have been obtained and that are still in force and effect, or (ii) the failure to obtain which would not reasonably be expected to become a Material Adverse Effect. (d) Each Loan Document has been duly executed and delivered by Parent and each Loan Party that is a party thereto and is the legally valid and binding obligation of such Person, enforceable against such Person in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) Agent’s Liens are validly created and perfected first priority Liens, subject only to Permitted Liens.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance by each Loan Party of this Amendment, Agreement and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, other Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Loan Party. (b) The execution, delivery, and performance by each Loan Party of this Agreement and the other Loan Documents to which it is a party do not require and will not (i) violate any consent or approval ofprovision of federal, registration or filing withstate, or local law or regulation applicable any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order order, judgment, or decree of any Governmental Authority, (d) will not violate or result in a default under any indenture court or other agreement regarding Indebtedness of the Borrower or Governmental Authority binding on any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (eii) will not violate or the Governing Documents of any Loan Party, (iii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract, or give rise to a right thereunder to require Contract of any payment to be made by the Borrower or such Loan Party, and (fiv) will not result in or require the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of any Loan Party, other than Permitted Liens, or (v) require the approval of any Loan Party’s interestholders or any approval or consent of any Person under any Material Contract of any, other than consents or approvals that have been obtained and that are still in force and effect, except in the case of clauses (i), (iii) and (v), such violations, conflicts, defaults or approvals as would not reasonably be expected to result in a Material Adverse Change. (c) Other than the filing of financing statements, and the recordation of the Borrower or any Mortgage, the execution, delivery, and performance by each Loan Party of this Agreement and the other Loan Documents to which such Loan Party (is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect. (d) This Agreement and the other Loan Documents to each Loan Party is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Loan Party will be the legally valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) The Lender’s Liens created by the Loan Documents)are validly created, perfected, and first priority Liens, subject only to Permitted Liens.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance by Borrower of this Amendment, Agreement and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by the General Partner or any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, corporate action. (b) The execution, delivery, and performance by Borrower of this Agreement and the Loan Documents to which it is a party do not require and will not (i) violate any consent provision of federal, state, or approval oflocal law or regulation (including Regulations G, registration or filing withT, U, and X of the Federal Reserve Board) applicable to Borrower, the Governing Documents of Borrower, or any order, judgment, or decree of any court or other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect binding on the enforceability of the Loan DocumentsBorrower, (cii) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partnerconflict with, the Borrower or any other Loan Partyresult in a breach of, or any order constitute (with due notice or lapse of any Governmental Authority, (dtime or both) will not violate or result in a default under any indenture material contractual obligation or other agreement regarding Indebtedness material lease of Borrower (including the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan PartyFirst Bank Mortgage), (eiii) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of the Borrower Borrower, other than Permitted Liens, or (iv) require any approval of stockholders or any approval or consent of any Person under any material contractual obligation of Borrower, except for Alcatel (which consent has been obtained). (c) Other than the filing of appropriate notice of lien statements, the Factor's Lien Agreement and the Chattel Mortgage, the execution, delivery, and performance by Borrower of this Agreement and the Loan Documents to which Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person, except for Alcatel (which consent has been obtained). (d) This Agreement and the Loan Documents to which Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Borrower will be the legally valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally. (e) The Liens granted by Borrower to Foothill in and to its properties and assets pursuant to this Agreement and the other Loan Party (other than the Liens created by the Loan Documents)Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within As to each Borrower, the Borrower’s limited partnership powersexecution, delivery, and performance by such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary general action on the part of such Borrower and limited partner action andsuch Borrower, if required, equity owner action (including any action required subject to be taken by the General Partner or any class of directors, managers or equity holders entry and terms of the General PartnerBankruptcy Court Orders, the Borrower or any other Person, whether interested or disinterested) in order has full power and authority to ensure the due authorization of this Amendment own and the transactions contemplated hereby, hold under lease its property and to conduct its business substantially as currently conducted by it. (b) As to each Borrower, the execution, delivery, and performance by such Borrower of this Agreement and the other Loan Documents to which it is a party do not require and will not (i) violate any consent provision of federal, state, or approval oflocal law or regulation applicable to any Borrower, registration or filing withthe Governing Documents of any Borrower, or any order, judgment, or decree of any court or other action by, any Governmental Authority or binding on any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan DocumentsBorrower, (cii) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partnerconflict with, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture breach of, or other agreement regarding Indebtedness constitute (with due notice or lapse of the Borrower time or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (eboth) will not violate or result in a default under any Material ContractContract of any Borrower (other than conflicts, breaches or give rise to defaults arising solely by virtue of the filing of the Chapter 11 Cases or which would not have a right thereunder to Material Adverse Effect) or require any payment to be made by the Borrower approval or such Loan Partyconsent of any Person under any Material Contract of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect or which, if not obtained, would not have a Material Adverse Effect, (fiii) will not result in or require the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's equity holders, other than approvals that have been obtained and that are still in force and effect. (c) Except for the Final Bankruptcy Court Order, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority is required for (i) the execution, delivery and performance by each Borrower or any of this Agreement and the other Loan Party Documents to which it is a party, (other than ii) the pledge or grant by the Borrowers of the Liens created by in favor of Agent and the Lenders pursuant to this Agreement or any of the Loan DocumentsDocuments or (iii) the exercise by Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to this Agreement, any of the Loan Documents or created or provided for by applicable law), except as may be required, in connection with the disposition of any pledged Collateral, by laws generally affecting the offering and sale of securities. (d) Subject to the entry of the Final Bankruptcy Court Order, as to each Borrower, this Agreement and the other Loan Documents to which such Borrower is a party, and all other documents contemplated hereby and thereby, have been duly executed and delivered by such Borrower and constitute legal, valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance by Borrower of this Amendment, Agreement and the performance by Borrower and each of the Credit Agreement as amended hereby, (a) are within other Loan Parties of the Borrower’s limited partnership powers, other Loan Documents to which it is a party have been duly authorized by all necessary general action on the part of Borrower and limited partner action andsuch other Loan Parties. (b) The execution, if requireddelivery, equity owner action and performance by Borrower and the other Loan Parties of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including any action required to be taken by the General Partner or any class of directors, managers or equity holders Regulations U and X of the General Partner, the Federal Reserve Board) applicable to Borrower or any such other PersonLoan Parties, whether interested the Governing Documents of Borrower, any of the other Loan Parties or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, (b) do not require any consent or approval of, registration or filing withXxxxxx 2009 Partnership, or any order, judgment, or decree of any court or other action byGovernmental Authority binding on Borrower, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment Loan Parties or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan DocumentsXxxxxx 2009 Partnership, (cii) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partnerconflict with, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture breach of, or other agreement regarding Indebtedness constitute (with due notice or lapse of the Borrower time or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (eboth) will not violate or result in a default under any Material ContractContract or other material contractual obligation or material lease of Borrower, any of the other Loan Parties or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan PartyXxxxxx 2009 Partnership, and (fiii) will not result in or require the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of Borrower Xxxxxx Energy Loan Agreement or any of the other Loan Parties, other than Permitted Liens, or (iv) require any approval of stockholders of Borrower, any of the other Loan Parties or the Xxxxxx 2009 Partnership or any approval or consent of any Person under any Material Contract or other material contractual obligation of Borrower, any of the other Loan Parties or the Xxxxxx 2009 Partnership, except for any such approval or consent that has been obtained. (c) Other than the taking of any action expressly required under this Agreement and the Loan Documents and any required filings with the SEC, the execution, delivery, and performance by Borrower of this Agreement and the Loan Documents to which Borrower or the other Loan Parties is a party does not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person. (d) This Agreement and the other Loan Documents to which Borrower and any other Loan Party is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Borrower and such other Loan Party, as applicable, will be the legally valid and binding obligations of Borrower and such other Loan Party, enforceable against Borrower and such other Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) The Administrative Agent’s Liens granted by each Loan Party to Administrative Agent, for the benefit of the Lender Group, in and to its properties and assets pursuant to this Agreement and the other than Loan Documents are validly created and, except with respect to aircraft and vehicles and subject to Section 6.17, first priority perfected Liens, subject only to Permitted Liens. (f) Neither the Liens created Borrower nor any of its Subsidiaries has violated, and neither the Borrower nor any Subsidiary will be in violation of, any provisions of the Natural Gas Act or the Natural Gas Policy Act of 1978 or any other Federal or State law or any of the regulations thereunder (including those of the respective Conservation Commissions and Land Offices of the various jurisdictions having authority over its Oil and Gas Properties) with respect to its Oil and Gas Properties which would reasonably be expected to create a Material Adverse Change, and the Borrower and each Subsidiary have or will have made all necessary rate filings, certificate applications, well category filings, interim collection filings and notices, and any other filings or certifications, and has or will have received all necessary regulatory authorizations (including without limitation necessary authorizations, if any, with respect to any processing arrangements conducted by the Loan Documents)it or others respecting its Oil and Gas Properties or production therefrom) required under said laws and regulations with respect to all of its Oil and Gas Properties or production therefrom so as not to create a Material Adverse Change. Said material rate filings, certificate applications, well category filings, interim collection filings and notices, and other filings and certifications contain no untrue statements of material facts nor do they omit any statements of material facts necessary in said filings.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance by such Debtor of this Amendment, Agreement and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, other Indenture Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Debtor. (b) The execution, delivery, and performance by such Debtor of this Agreement and the other Indenture Documents to which it is a party do not require and will not (i) violate any consent or approval ofprovision of federal, registration or filing withstate, or any other action by, any Governmental Authority local law or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any regulation applicable to such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, Debtor that could not reasonably be expected to have result in a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Documents of the General PartnerEffect, the Borrower or any other Loan Partyorganic documents of such Debtor, or any order order, judgment, or decree of any court or other Governmental AuthorityAuthority binding on such Debtor, (dii) will not violate or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any indenture or other agreement regarding Indebtedness contractual obligation of the Borrower or any other Loan Party or give rise such Debtor that could reasonably be expected to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (e) will not violate or result in a default under any Material ContractAdverse Effect, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (fiii) will not result in or require the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of such Debtor, other than Permitted Liens, or (iv) require any approval of such Debtor's interestholders or any approval or consent of any Person under any material contractual obligation of such Debtor, other than consents or approvals that have been obtained and that are still in force and effect. (c) Other than the filing of financing statements in the jurisdictions in which the Debtors are located for purposes of Sections 9-301 and 9-307 of the Borrower Code and filings with the United States Patent & Trademark Office and the United States Copyright Office, and the recording of the Mortgages, the execution, delivery, and performance by such Debtor of this Agreement and the other Indenture Documents to which such Debtor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any other Loan Party (Governmental Authority other than consents or approvals that have been obtained and that are still in force and effect or such consents and approvals that if not obtained could not reasonably be expected to result in a Material Adverse Effect; provided, however, that the subsequent recordation of a trademark security agreement, a copyright security agreement and a patent security agreement in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, may be necessary to perfect the security interest of the Debtor in the issued registrations and applications for other U.S. Intellectual Property that are acquired by any Debtor after the date hereof; and the taking of actions outside the United States may be required in order to perfect the Trustee's lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (d) This Agreement and the other Indenture Documents to which such Debtor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Debtor will be the legally valid and binding obligations of such Debtor, enforceable against such Debtor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally. (e) Upon the filing of the financing statements in the jurisdictions in which the Debtors are located for purposes of Sections 9-301 and 9-307 of the Code on and after the Issue Date, and filings with the United States Patent & Trademark Office within three (3) months of the date hereof and the United States Copyright Office within one (1) month of the date hereof, the Trustee's Liens created in the Collateral are validly created, perfected (with respect to Intellectual Property rights, to the extent such perfection and priority may be achieved by filings made in the Loan DocumentsUnited States Patent and Trademark Office and the United States Copyright Office), and first priority Liens, subject only to Permitted Liens; provided, however, that the subsequent recordation of a trademark security agreement, a copyright security agreement and a patent security agreement in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, may be necessary to perfect the security interest of the Debtor in the issued registrations and applications for other U.S. Intellectual Property that are acquired by any Debtor after the date hereof; and the taking of actions outside the United States may be required in order to perfect the Trustee's lien in Intellectual Property included in the Collateral which is protected under non-U.S. law.

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within As to each Borrower Party, the Borrower’s limited partnership powersexecution, delivery, and performance by such Borrower Party of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the such Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, Party. (b) As to each Borrower Party, the execution, delivery, and performance by such Borrower Party of this Agreement and the Loan Documents to which it is a party do not require and will not (i) violate any consent or approval ofprovision of federal, registration or filing withstate, or local law or regulation applicable to any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General PartnerBorrower Party, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Governing Documents of the General Partner, the any Borrower or any other Loan Party, or any order order, judgment, or decree of any court or other Governmental AuthorityAuthority binding on any Borrower Party, (dii) will not violate or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any indenture or other agreement regarding Indebtedness material contractual obligation of the any Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, including under the documents and instruments relating to the Trex Indebtedness, (eiii) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower Party, other than Permitted Liens, or (iv) except as set forth on Schedule -------- 5.9(b), require any Property approval of the any Borrower Party's interestholders or any ------ approval or consent of any Person under any material contractual obligation of any Borrower Party. (c) Other than the filing of financing statements, fixture filings, and Mortgages, the execution, delivery, and performance by each Borrower Party of this Agreement and the Loan Documents to which such Borrower Party is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person. (d) As to each Borrower Party, this Agreement and the other Loan Documents to which Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Party will be the legally valid and binding obligations of such Borrower Party, enforceable against such Borrower Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally. (other than the e) The Agent's Liens created by the Loan Documents)are validly created, perfected, and first priority Liens, subject only to Permitted Liens.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance of this Amendment, by Pxxxxx and the performance each other Loan Party of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, Loan Documents to which such Person is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other such Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, . (b) The execution, delivery, and performance by Parent or such other Loan Party of the Loan Documents to which it is a party do not require and will not (i) violate any consent or approval ofmaterial Applicable Law, registration or filing withthe Governing Documents of such Person, or any order, judgment, or decree of any court or other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other binding on such Person, whether interested or disinterested,)(ii) conflict with, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Documents of the General Partner, the Borrower or any other Loan Party, or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture breach of, or other agreement regarding Indebtedness constitute (with due notice or lapse of the Borrower time or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (eboth) will not violate or result in a default under any Material Contract of such Person, except to the extent that the proceeds of this Agreement shall be used to satisfy in full or otherwise cancel such Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (fiii) will not result in or require the creation or imposition of any Lien on of any Property nature whatsoever upon any assets of the Borrower such Person, other than Permitted Liens, or (iv) require any approval of any holder of Stock of such Person or any approval or consent of any Person under any Material Contract of such Person, except to the extent that (x) such consents or approvals have been obtained and are still in force and effect or (y) with respect to Material Contracts, such consents or approvals have not been obtained, but the proceeds of this Agreement shall be used to satisfy or otherwise cancel such Material Contracts, thereby rendering such approvals or consents unnecessary. (c) The execution, delivery, and performance by Parent and each other Loan Party (other than of the Liens created Loan Documents to which such Person is a party and the consummation of the transactions contemplated by the Loan Documents)Documents do not and will not require any registration with, consent, or registrations, consents, approvals, notices, or other action with or by, any Governmental Authority, other than Permits, notices, or other actions that (i) have been obtained and that are still in force and effect, or (ii) the failure to obtain which would not reasonably be expected to become a Material Adverse Effect. (d) Each Loan Document has been duly executed and delivered by Parent and each other Loan Party that is a party thereto and is the legally valid and binding obligation of such Person, enforceable against such Person in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) Agent’s Liens are validly created and perfected first priority Liens, subject only to Permitted Liens.

Due Authorization; No Conflict. (a) Each Seller Party has the full corporate power and authority to execute and deliver this Agreement and all other agreements, certificates and documents executed or to be executed in connection herewith by such Seller Party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Party of this AmendmentAgreement and all other agreements, certificates and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, documents executed or to be executed in connection herewith have been duly authorized by all necessary general and limited partner corporate action and, if required, equity owner action (including any action required to be taken by the General Partner or any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Seller Party. (b) do not require This Agreement has been duly executed and delivered by each Seller Party. This Agreement, and all other agreements, certificates and documents executed or to be -19- executed by a Seller Party in connection herewith, constitute or, when executed and delivered, shall constitute a legal, valid and binding Contractual Obligation of such Seller Party, enforceable against such Seller Party in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) Laws governing specific performance, injunctive relief and other equitable remedies. (c) Except for any consent required authorizations, approvals, consents or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders waivers in connection with the assignment of the General PartnerAssigned Contracts and as set forth in Section 5.2(c) of the Disclosure Schedule, the Borrower or any other Personexecution and delivery by the Seller Parties of the Transaction Documents, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability performance by the Seller Parties of this Amendment or their respective obligations hereunder and thereunder and the consummation of the transactions contemplated herebyhereby and thereby, except such as have been obtained shall not (with or made without notice or lapse of time): (i) violate, conflict with, result in a breach of the terms or conditions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, (A) any Assigned Contract, (B) any other material Contractual Obligation related to the Business and are to which any Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, or (C) any Law, Governmental Authorization or Governmental Order applicable to any Seller Party, in full force and effect and connection with the Purchased Assets, the Business or the Assumed Liabilities; (ii) contravene the Organizational Documents of any Seller Party; (iii) require either Seller to make any declaration, filing or registration with, or provide any notice to, any Governmental Authority or obtain any Governmental Authorization (other than those third party approvals declarations, filings, registrations, notices and Governmental Authorizations the failure of which to make or consents that, if not made or obtained, would not cause a Default, obtain could not reasonably be expected to have a Material Adverse Effect Effect); (iv) require any consent, approval or do not have an adverse effect on the enforceability of the Loan Documentsauthorization of, (c) will not violate any applicable Governmental Requirement declaration, filing or any Organization Documents of the General Partner, the Borrower or any other Loan Partyregistration with, or notice to, any order of any Personother than a Governmental Authority, ; or (dv) will not violate or result in a default under any indenture or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (e) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on Encumbrance upon any Property of the Borrower or any other Loan Party (Purchased Assets other than the Liens created by the Loan Documents)a Permitted Lien.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance of this Amendment, and the performance by each Loan Party of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, Transaction Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Loan Party. (b) The execution, delivery, and performance by such Loan Party of the Transaction Documents to which it is a party do not require and will not (i) violate any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partnermaterial Applicable Law, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Governing Documents of the General Partner, the Borrower or any other Loan Party, or any order order, judgment, or decree of any Governmental Authority, (d) will not violate or result in a default under any indenture court or other agreement regarding Indebtedness of the Borrower or Governmental Authority binding on any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (eii) will not violate or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract, or give rise to a right thereunder to require Contract of any payment to be made by the Borrower or such Loan Party, and except to the extent that the proceeds of this Agreement shall be used to satisfy in full or otherwise cancel such Material Contract, (fiii) will not result in or require the creation or imposition of any Lien on of any Property nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (iv) require any approval of any holder of Stock of a Loan Party or any approval or consent of any Person under any Material Contract of any Loan Party, except to the extent that (x) such consents or approvals have been obtained and are still in force and effect or (y) with respect to Material Contracts, such consents or approvals have not been obtained, but the proceeds of this Agreement shall be used to satisfy or otherwise cancel such Material Contracts, thereby rendering such approvals or consents unnecessary, except to the extent that failure to comply with any of the Borrower or any other foregoing would not reasonably be expected to result in a Material Adverse Effect. (c) The execution, delivery, and performance by each Loan Party (of the Transaction Documents to which such Loan Party is a party and the consummation of the transactions contemplated by the Transaction Documents do not and will not require any Loan Party registration with, consent, or registrations, consents, approvals, notices, or other action with or by, any Governmental Authority, other than Permits, notices, or other actions that (i) have been obtained and that are still in force and effect, or (ii) the Liens created failure to obtain which would not reasonably be expected to become a Material Adverse Effect. Notwithstanding the foregoing, any filings and recordings with respect to the Collateral shall be made, or otherwise delivered to Agent for filing or recordation, as of the Second Amendment Initial Effective Date. (d) Each Transaction Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Documents)Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within Airhub has the Borrower’s limited partnership powersfull power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary general action on the part of Airhub and limited partner action and, if required, equity owner action (including any action required to be taken the Airhub Members. This Agreement has been duly executed and delivered by Airhub and constitutes the General Partner or any class valid and binding obligation of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) Airhub enforceable against Airhub in order to ensure the due authorization accordance with its terms. The execution and delivery of this Amendment Agreement by Airhub do not, and the transactions contemplated hereby, (b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated herebyhereby will not: (i) conflict with or violate any provision of the Articles of Organization or Operating Agreement of Airhub, except (ii) violate or conflict with any permit, order, license, decree, judgment, statute, law, ordinance, rule or regulation applicable to Airhub or the properties or assets of Airhub or the Airhub Units, or (iii) result in any breach or violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of, or result in the creation of any mortgage, pledge, lien, encumbrance, charge or other security interest (a "Lien") on any of the properties or assets of Airhub or the Airhub Units pursuant to, or require the consent or approval of any party to any mortgage, indenture, lease, contract or other agreement or instrument, bond, note, concession or franchise applicable to Airhub or any of its properties or assets, except, in the case of this clause (iii) only, where such as have been obtained conflict, violation, default, termination, cancellation or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, acceleration would not cause a Default, have and could not reasonably be expected to have a Material Adverse Effect on Airhub or do materially affect the consummation of the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Airhub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than any consents, approvals, orders and registrations that, if not obtained or made, would not have an adverse effect a Material Adverse Effect on Airhub or materially affect the enforceability consummation of transactions contemplated hereby. (b) Each Airhub Member represents and warrants that such Airhub Member is competent, and has the full power and authority, to execute, deliver and enter into this Agreement and to perform such Airhub Member's obligations, including the delivery of the Loan DocumentsAirhub Units, hereunder and has taken all actions necessary to secure all approvals required in connection therewith. This Agreement has been duly executed and delivered by each Airhub Member and constitutes the valid and binding obligation of such Airhub Member enforceable against such Airhub Member in accordance with its terms. The execution and delivery of this Agreement by the Airhub Members does not, and the performance will not: (ci) will not violate or conflict with any permit, order, license, decree, judgment, statute, law, ordinance, rule or regulation applicable Governmental Requirement to any Airhub Member or the properties or assets of such Airhub Member or (ii) result in any Organization Documents of the General Partner, the Borrower breach or any other Loan Partyviolation of, or any order of any Governmental Authority, (d) will not violate or result in constitute a default under any indenture (with or other agreement regarding Indebtedness without notice or lapse of the Borrower time, or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (eboth) will not violate or result in a default under any Material Contractunder, or give rise to a right thereunder to require any payment to be made by the Borrower of termination, cancellation or such Loan Partyacceleration of, and (f) will not or result in the creation or imposition of any Lien on any Property of the Borrower properties or assets of such Airhub Member pursuant to, or require the consent or approval of any party to, any mortgage, indenture, lease, contract or other agreement or instrument, bond, note, concession or franchise applicable to such Airhub Member or any other Loan Party of its properties or assets, except, in the case of this clause (b) only, where such conflict, violation, default, termination, cancellation or acceleration would not have and could not reasonably be expected to materially affect the consummation of the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to any Airhub Member in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than any consents, approvals, orders and registrations that, if not obtained or made, would not have a Material Adverse Effect on Airhub or materially affect the Liens created by the Loan Documents)consummation of transactions contemplated hereby.

Due Authorization; No Conflict. The execution, delivery delivery, and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) Loan Documents to which it is a party are within the Borrower’s limited partnership corporate powers, have been duly authorized by all necessary general authorized, and limited partner action andare not in conflict with nor constitute a breach of any provision contained in (a) Borrower’s Articles or Certificate of Incorporation or By-laws, if required, equity owner action (including any action required to be taken by the General Partner or any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, (b) do any material agreement to which Borrower is a party or by which its properties or assets may be bound where such conflict or breach has not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, reasonably could not reasonably be expected to have a Material Adverse Effect Effect. This Agreement and the other Loan Documents to which Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Borrower will be the legally valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or do not have an adverse effect on the enforceability by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. The execution, delivery, and performance of the Loan DocumentsDocuments to which it is a party are within each other Obligor’s corporate powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in (ca) will such Obligor’s Articles or Certificate of Incorporation or By-laws, or (b) any material agreement to which such Obligor is a party or by which its properties or assets may be bound where such conflict or breach has not violate any applicable Governmental Requirement or any Organization Documents of and reasonably could be expected to have a Material Adverse Effect. This Agreement and the General Partner, the Borrower or any other Loan PartyDocuments to which such Obligor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Obligor will be the legally valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or any order of any Governmental Authority, (d) will not violate similar laws relating to or result in a default under any indenture or other agreement regarding Indebtedness of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (e) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Loan Party (other than the Liens created by the Loan Documents)limiting creditors’ rights generally.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance by each Credit Party of this Amendment, Agreement and the performance of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Credit Party. (b) The execution, delivery, and performance by each Credit Party of this Agreement and the other Loan Documents to which it is a party do not require and will not (i) violate any consent or approval ofprovision of federal, registration or filing withstate, or any other action by, any Governmental Authority local law or any other third Person (including any class of directors, managers or equity holders of the General Partnerregulation applicable to such Credit Party, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Governing Documents of the General Partner, the Borrower or any other Loan such Credit Party, or any order order, judgment, or decree of any court or other Governmental AuthorityAuthority binding on such Credit Party, (dii) will not violate or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any indenture or other agreement regarding Indebtedness material contractual obligation of the Borrower or any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Credit Party, including, without limitation, the Indenture or Senior Subordinated Notes, (eiii) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, and (f) will not result in the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of the Borrower such Credit Party, other than Permitted Liens, or (iv) require any approval of such Credit Party's equity holders or any approval or consent of any Person under any material contractual obligation of such Credit Party, other than consents or approvals that have been obtained and that are still in force and effect, unless such violation, imposition of Lien or failure to obtain approval or consent could not reasonably be expected to result in a Material Adverse Change. (c) Other than the filing of financing statements, the execution, delivery, and performance by each Credit Party of this Agreement and the other Loan Documents to which each such Credit Party (is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect. (d) This Agreement and the other Loan Documents to which each Credit Party is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Credit Party will be the legally valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their respective terms, except as may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally. (e) The Agent's Liens created by the Loan Documents)are validly created, perfected, and first priority Liens, subject only to Permitted Liens.

Due Authorization; No Conflict. The execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, (a) are within As to each Loan Party, the Borrower’s limited partnership powersexecution, delivery, and performance by such Loan Party of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Loan Party. (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of this Agreement and the other Loan Documents to which it is a party do not require and will not (i) violate any consent or approval ofprovision of federal, registration or filing withstate, or local Law or regulation applicable to any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General PartnerLoan Party, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Governing Documents of the General Partner, the Borrower or any other Loan Party, or any order order, judgment, or decree of any Governmental Authority, (d) will not violate or result in a default under any indenture court or other agreement regarding Indebtedness of the Borrower or Governmental Authority binding on any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (eii) will not violate or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract, or give rise to a right thereunder to require Contract of any payment to be made by the Borrower or such Loan Party, and (fiii) will not result in or require the creation or imposition of any Lien on of any Property nature whatsoever upon any properties or assets of any Loan Party, other than as required by this Agreement or Permitted Liens, or (iv) require any approval of any Loan Party’s interestholders and/or shareholders or any approval or consent of any Person under any Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect. (c) Other than the filing of financing statements (and equivalent instruments in the United Kingdom), the recordation of the Borrower Mortgages, and other filings or any actions necessary to perfect Liens granted to Agent in the Collateral, the execution, delivery, and performance by each Loan Party of this Agreement and the other Loan Documents to which such Loan Party is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect. (d) As to each Loan Party, this Agreement and the other Loan Documents to which such Loan Party is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Loan Party will be the legally valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar Laws relating to or limiting creditors’ rights generally. (e) The Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles and (ii) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 6.12, and subject only to the Liens created by filing of financing statements (and equivalent instruments in the Loan DocumentsUnited Kingdom) and the recordation of the Mortgages), and first priority Liens, subject only to Permitted Liens.

Due Authorization; No Conflict. (a) The execution, delivery delivery, and performance of this Amendment, and the performance by each Loan Party of the Credit Agreement as amended hereby, (a) are within the Borrower’s limited partnership powers, Transaction Documents to which it is a party have been duly authorized by all necessary general and limited partner action and, if required, equity owner action (including any action required to be taken by on the General Partner or any class part of directors, managers or equity holders of the General Partner, the Borrower or any other Person, whether interested or disinterested) in order to ensure the due authorization of this Amendment and the transactions contemplated hereby, such Loan Party. (b) The execution, delivery, and performance by such Loan Party of the Transaction Documents to which it is a party do not require and will not (i) violate any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including any class of directors, managers or equity holders of the General Partnermaterial Applicable Law, the Borrower or any other Person, whether interested or disinterested,), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect and other than those third party approvals or consents that, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (c) will not violate any applicable Governmental Requirement or any Organization Governing Documents of the General Partner, the Borrower or any other Loan Party, or any order order, judgment, or decree of any Governmental Authority, (d) will not violate or result in a default under any indenture court or other agreement regarding Indebtedness of the Borrower or Governmental Authority binding on any other Loan Party or give rise to a right thereunder to require any payment to be made by the Borrower or such Loan Party, (eii) will not violate or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract, or give rise to a right thereunder to require Contract of any payment to be made by the Borrower or such Loan Party, and except to the extent that the proceeds of this Agreement shall be used to satisfy in full or otherwise cancel such Material Contract, (fiii) will not result in or require the creation or imposition of any Lien on of any Property nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (iv) require any approval of any holder of Stock of a Loan Party or any approval or consent of any Person under any Material Contract of any Loan Party, except to the extent that (x) such consents or approvals have been obtained and are still in force and effect or (y) with respect to Material Contracts, such consents or approvals have not been obtained, but the proceeds of this Agreement shall be used to satisfy or otherwise cancel such Material Contracts, thereby rendering such approvals or consents unnecessary. (c) The execution, delivery, and performance by each Loan Party of the Borrower or any other Transaction Documents to which such Loan Party (is a party and the consummation of the Transactions do not and will not require any registration with, consent, or registrations, consents, approvals, notices, or other action with or by, any Governmental Authority, other than Permits, notices, or other actions that (i) have been obtained and that are still in force and effect, or (ii) the failure to obtain which would not reasonably be expected to become a Material Adverse Effect. Notwithstanding the foregoing, any filings and recordings with respect to the Collateral shall be made, or otherwise delivered to Agent for filing or recordation, as of the Closing Date. (d) Each Transaction Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (e) Agent’s Liens are validly created by the Loan Documents)and perfected first priority Liens, subject only to Permitted Priority Liens.