Common use of Power and Authority; Authorization; Enforceability; No Conflicts; Etc Clause in Contracts

Power and Authority; Authorization; Enforceability; No Conflicts; Etc. (a) Each Debtor has full corporate power and authority to own its assets and to carry on its business as it is now being conducted and to execute and deliver this agreement, the Loan Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by each Debtor of this agreement, the Loan Agreement and the other Transaction Documents to which it is a party and the consummation by such Debtor of the transactions contemplated hereby and thereby have been duly authorized by all requisite action of Borrower. (c) This agreement and the Loan Agreement have been duly and validly executed and delivered by each Debtor and constitute the legal, valid and binding obligations of such Debtor, enforceable against it in accordance with their respective terms. (d) The execution and delivery by each Debtor of this agreement and the Loan Agreement, the performance by such Debtor of its obligations hereunder and thereunder and the consummation by such Debtor of the transactions contemplated hereby and thereby do not: (i) violate any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of such Debtor; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any oral or written agreement, instrument, contract, undertaking, mortgage, indenture, lease, license or other understanding to which such Debtor is a party or by which any of the properties or assets of such Debtor may be bound or otherwise subject; or (iii) contravene or violate any law applicable to any Debtor or any of its properties or assets. (e) No consent of any governmental entity or other third party is required to be made or obtained by any Debtor in connection with the execution, delivery and performance by the Debtors of this agreement or the Loan Agreement or the consummation by the Debtors of the transactions contemplated hereby and thereby.

Power and Authority; Authorization; Enforceability; No Conflicts; Etc. (a) Each Debtor Pledgor has full corporate power and authority to own its assets and to carry on its business as it is now being conducted and to execute and deliver this agreement, the Loan Agreement and each of the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by each Debtor Pledgor of this agreement, the Loan Agreement and the other Transaction Documents to which it Pledgor is a party and the consummation by such Debtor Pledgor of the transactions contemplated hereby and thereby have been duly authorized by all requisite action of BorrowerPledgor. (c) This agreement Agreement and the Loan Agreement other Transaction Documents to which Pledgor is a party have been duly and validly executed and delivered by each Debtor Pledgor and constitute the legal, valid and binding obligations of such DebtorPledgor, enforceable against it in accordance with their respective terms. (d) The execution and delivery by each Debtor Pledgor of this agreement Agreement and each of the Loan Agreementother Transaction Documents to which it is a party, the performance by such Debtor Pledgor of its obligations hereunder and thereunder and the consummation by such Debtor Pledgor of the transactions contemplated hereby and thereby do not: (i) violate any provision of the certificate of incorporation or bylaws (or comparable other applicable charter or organizational documents) document of such DebtorPledgor; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any oral or written agreement, instrument, contract, undertaking, mortgage, indenture, lease, license or other understanding to which such Debtor Pledgor is a party or by which any of the properties or assets of such Debtor Pledgor may be bound or otherwise subject; or (iii) contravene or violate any law applicable to any Debtor Pledgor or any of its properties or assets. (e) No consent Consent of any governmental entity or other third party Person is required to be made or obtained by any Debtor Pledgor in connection with the execution, delivery and performance by the Debtors Pledgor of this agreement Agreement or the Loan Agreement any other Transaction Document to which Pledgor is a party or the consummation by the Debtors Pledgor of the transactions contemplated hereby and thereby.

Power and Authority; Authorization; Enforceability; No Conflicts; Etc. (a) Each Debtor has full corporate power The execution, delivery and authority to own its assets performance by Mattress Firm and to carry on its business as it is now being conducted and to execute and deliver Newco of this agreement, the Loan Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by each Debtor either of this agreement, the Loan Agreement and the other Transaction Documents to which it them is a party and the consummation by such Debtor Mattress Firm and Newco of the transactions contemplated hereby and thereby have has been duly authorized by all requisite action of Borrowereach of them. (cb) This agreement Agreement has been, and the Loan Agreement have been other Transaction Documents to which Mattress Firm or Newco is or will be a party will at the Closing be, duly and validly executed and delivered by each Debtor Mattress Firm or Newco and constitute constitutes or will then constitute, as the case may be, the legal, valid and binding obligations of such DebtorMattress Firm and Newco, enforceable against it them in accordance with their respective terms. (dc) The execution and delivery by each Debtor Mattress Firm and Newco of this agreement Agreement and each of the Loan Agreementother Transaction Documents to which either of them is a party, the performance by such Debtor Mattress Firm and Newco of its their obligations hereunder and thereunder and the consummation by such Debtor them of the transactions contemplated hereby and thereby do not and will not: (i) violate any provision of the either of their certificate of incorporation or bylaws (or comparable organizational documents) of such Debtorbylaws; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any oral or written agreement, instrument, contract, undertaking, mortgage, indenture, lease, license or other understanding Contract to which such Debtor Mattress Firm or Newco is a party or by which any of the properties or assets of such Debtor Mattress Firm or Newco may be bound or otherwise subject; or (iii) contravene or violate any law Law applicable to any Debtor Mattress Firm or Newco or any of its the properties or assetsassets of Mattress Firm or Newco. (ed) No consent Consent of any governmental entity or other third party Person, including, without limitation, any Governmental Authority is required to be made or obtained by any Debtor Mattress Firm or Newco in connection with the execution, delivery and performance by the Debtors them of this agreement Agreement or any of the Loan Agreement other Transaction Documents to which either of them is a party or the consummation by the Debtors them of the transactions contemplated hereby and or thereby.

Power and Authority; Authorization; Enforceability; No Conflicts; Etc. (a) Each Debtor has full corporate power and authority to own its assets and to carry on its business as it is now being conducted and to execute and deliver this agreement, the Loan Agreement and the other Transaction Loan Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by each Debtor of this agreement, the Loan Agreement and the other Transaction Loan Documents to which it is a party and the consummation by such Debtor of the transactions contemplated hereby and thereby have been duly authorized by all requisite action of Borrower. (c) This agreement and the Loan Agreement have been duly and validly executed and delivered by each Debtor and constitute the legal, valid and binding obligations of such Debtor, enforceable against it in accordance with their respective terms. (d) The execution and delivery by each Debtor of this agreement and the Loan Agreement, the performance by such Debtor of its obligations hereunder and thereunder and the consummation by such Debtor of the transactions contemplated hereby and thereby do not: (i) violate any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of such Debtor; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any oral or written agreement, instrument, contract, undertaking, mortgage, indenture, lease, license or other understanding to which such Debtor is a party or by which any of the properties or assets of such Debtor may be bound or otherwise subject; or (iii) contravene or violate any law applicable to any Debtor or any of its properties or assets. (e) No consent of any governmental entity or other third party is required to be made or obtained by any Debtor in connection with the execution, delivery and performance by the Debtors of this agreement or the Loan Agreement or the consummation by the Debtors of the transactions contemplated hereby and thereby.

Power and Authority; Authorization; Enforceability; No Conflicts; Etc. (a) Each Debtor has full corporate power and authority to own its assets and to carry on its business as it is now being conducted and to execute and deliver this agreement, the Loan Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (bi) The execution, delivery and performance by each Debtor Cyrk of this agreement, the Loan Agreement agreement and the other Transaction Documents to which it is a party and the consummation by such Debtor Cyrk of the transactions contemplated hereby and thereby have has been duly authorized by all requisite corporate action of BorrowerCyrk. (cii) This agreement and the Loan Agreement other Transaction Documents to which Cyrk is a party have been duly and validly executed and delivered by each Debtor Cyrk and constitute the legal, valid and binding obligations of such DebtorCyrk, enforceable against it in accordance with their respective terms. (diii) The execution and delivery by each Debtor Cyrk of this agreement and each of the Loan Agreementother Transaction Documents to which it is a party, the performance by such Debtor Cyrk of its obligations hereunder and thereunder and the consummation by such Debtor Cyrk of the transactions contemplated hereby and thereby do not and will not: : (iA) violate any provision of the its certificate of incorporation or bylaws bylaws; (or comparable organizational documents) of such Debtor; (iiB) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any oral or written agreement, instrument, contract, undertaking, mortgage, indenture, lease, license or other understanding contract to which such Debtor Cyrk is a party or by which any of the its properties or assets of such Debtor may be bound or otherwise subject; or or (iiiC) contravene or violate any law applicable to any Debtor Cyrk or any of its properties or assets. (eiv) No consent or other approval of any person, including, without limitation, any governmental entity or other third party authority, is required to be made or obtained by any Debtor Cyrk in connection with the execution, delivery and performance by the Debtors Cyrk of this agreement or any of the Loan Agreement other Transaction Documents to which Cyrk is a party or the consummation by the Debtors Cyrk of the transactions contemplated hereby and or thereby.

Power and Authority; Authorization; Enforceability; No Conflicts; Etc. (a) Each Debtor Seller has full all requisite corporate power and authority to own its assets and to carry on its business as it is now being conducted conducted. Each Seller has all requisite corporate power and authority to execute and deliver this Agreement and each other agreement, the Loan certificate and document contemplated hereby (collectively, including without limitation this Agreement and the other Warrant, the Management Agreement, the Conditional License Agreement and the Escrow Agreement, in each case as defined herein, the "Transaction Documents Documents") to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by each Debtor Seller of this agreement, the Loan Agreement and the other each Transaction Documents Document to which it is a party and the consummation by such Debtor Seller of the transactions contemplated hereby and thereby have has been duly authorized by all requisite action of Borrowersuch Seller. (c) This agreement and the Loan Agreement have Each Transaction Document to which a Seller is a party has been duly and validly executed and delivered by each Debtor such Seller and constitute constitutes the legal, valid and binding obligations of such DebtorSeller, enforceable against it such Seller in accordance with their respective its terms. (d) The execution and delivery by each Debtor Seller of this agreement and the Loan Agreementeach Transaction Document to which it is a party, the performance by such Debtor Seller of its obligations hereunder and thereunder and the consummation by such Debtor Seller of the transactions contemplated hereby and thereby do not and will not: (i) violate any provision of the certificate Articles of incorporation Incorporation or bylaws (or comparable organizational documents) the By-Laws of such DebtorSeller; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under under, any of the terms, conditions or provisions of any written or oral or written agreementmaterial note, instrument, contract, undertakingbond, mortgage, indenture, guarantee, lease, license contract, agreement or other understanding instrument (each, a "Contract") to which such Debtor Seller is a party or by which any of the properties or assets of such Debtor Assets may be bound or otherwise subjectsubject or result in a lien, claim or other encumbrance (a "Lien") on any of the Assets; or (iii) contravene or violate any law order, writ, judgment, injunction, decree, law, statute, rule or regulation (each, a "Law") applicable to any Debtor such Seller or any of its properties or assetsthe Assets. (e) No Except as may be required by the Securities Exchange Act of 1934, as amended (including the rules and regulations of the Securities and Exchange Commission promulgated thereunder, the "Exchange Act"), no prior or subsequent filing or registration with, notification to, or authorization, consent or approval of (each of the foregoing, a "Consent"), any governmental individual or entity (a "Person"), including, without limitation, any foreign, provincial, United States federal, state, county, municipal or other third party local jurisdiction, political entity, body, organization, subdivision or branch, legislative or executive agency or department or other regulatory service, authority or agency (a "Governmental Entity") is required to be made or obtained by any Debtor Seller in connection with (A) the execution, delivery and performance by such Seller of any of the Debtors of this agreement or the Loan Agreement Transaction Documents to which such Seller is a party or the consummation by the Debtors such Seller of the transactions contemplated hereby thereby, or (B) the ownership and therebyoperation of the Assets as contemplated hereunder following the Closing.

Power and Authority; Authorization; Enforceability; No Conflicts; Etc. (a) Each Debtor The Buyer has full the corporate power and authority to own its assets and to carry on its business as it is now being conducted and to execute and deliver this agreement, the Loan Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. (b) The execution, delivery and performance by each Debtor the Buyer of this agreement, the Loan Agreement and the other Transaction transaction Documents to which it is a party and the consummation connection by such Debtor the Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action of Borrowerthe Buyer. (c) This agreement Agreement has been, and the Loan Agreement have been other agreements and instruments contemplated hereby will be, duly and validly executed and delivered by each Debtor the Buyer and (assuming due authorization, execution and delivery by the Seller and Acquisition Company) constitute or will then constitute, as the case may be, the legal, valid and binding obligations of such Debtorthe Buyer, enforceable against it in accordance with their respective terms. (d) The execution and delivery of each of the Transaction Documents by each Debtor of this agreement and the Loan AgreementBuyer, the performance by such Debtor the Buyer of its obligations hereunder and thereunder and the consummation by such Debtor the Buyer of the transactions contemplated hereby and thereby do not: : (i) violate any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of such Debtor; the Buyer; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any oral or written agreement, instrument, contract, undertaking, mortgage, indenture, lease, license or other understanding note Contract to which such Debtor the Buyer is a party or by which any of the properties or assets of such Debtor the Buyer may be bound or otherwise subject; or or (iii) contravene or violate any law Law applicable to any Debtor the Buyer or any of its properties or assets. (e) No prior or subsequent filing or registration with, notification to, or authorization, consent of or approval of, any governmental entity or other third party Governmental Entity is required to be made or obtained by any Debtor the Buyer in connection with the execution, delivery and performance of this Agreement by the Debtors Buyer or any of this agreement or the Loan Agreement other Transaction Documents to which the Buyer is a party or the consummation by the Debtors Buyer of the transactions contemplated hereby and thereby.

Power and Authority; Authorization; Enforceability; No Conflicts; Etc. (a) Each Debtor Buyer has full corporate all requisite power and authority to own its assets and to carry on its business as it is now being conducted and to execute and deliver this agreement, the Loan Agreement and the other Transaction Documents Additional Instruments to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by each Debtor Buyer of this agreement, the Loan Agreement and the other Transaction Documents Additional Instruments to which it is a party and the consummation by such Debtor Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite action of BorrowerBuyer. (c) This agreement The Agreement has been, and the Loan Agreement other Additional Instruments to which Buyer is a party have been duly and validly executed and delivered by each Debtor Buyer and constitute constitutes the legal, valid and binding obligations of such DebtorBuyer, enforceable against it in accordance with their respective terms. (d) The execution and delivery by each Debtor Buyer of this agreement Agreement and of each of the Loan AgreementAdditional Instruments to which it is a party, the performance by such Debtor of its obligations hereunder and thereunder and the consummation by such Debtor it of the transactions contemplated hereby and thereby do not: (i) violate any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of such Debtor; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any oral or written agreement, instrument, contract, undertaking, mortgage, indenture, lease, license or other understanding agreement to which such Debtor Buyer is a party or by which any of the properties or assets of such Debtor Buyer may be bound or otherwise subject; or (iiiii) contravene or violate any law laws applicable to any Debtor or any of its properties or assetsBuyer. (e) No prior or subsequent filing or registration with, notification to, or authorization, consent of or approval of, any governmental entity or other third party regulatory agency is required to be made or obtained by any Debtor Buyer in connection with the execution, delivery and performance by the Debtors of this agreement Agreement by Buyer or any of the Loan Agreement other Additional Instruments to which Buyer is a party or the consummation by the Debtors Buyer of the transactions contemplated hereby and thereby.

Power and Authority; Authorization; Enforceability; No Conflicts; Etc. (a) Each Debtor It has full corporate all requisite power and authority to own its assets and to carry on its business as it is now being conducted and to execute and deliver this agreement, the Loan Agreement and the other each Transaction Documents Document to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by it of each Debtor of this agreement, the Loan Agreement and the other Transaction Documents Document to which it is a party and the consummation by such Debtor it of the transactions contemplated hereby and thereby have been duly authorized by all requisite action of Borroweraction. (c) This agreement and the Loan Agreement have Each Transaction Document to which it is a party has been duly and validly executed and delivered by each Debtor it and constitute constitutes the legal, valid and binding obligations of such Debtorit, enforceable against it in accordance with their its respective terms. (d) The execution and delivery by it of each Debtor of this agreement and the Loan AgreementTransaction Document to which it is a party, the performance by such Debtor it of its obligations hereunder and thereunder and the consummation by such Debtor it of the transactions contemplated hereby and thereby do not and will not: (i) violate any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of such Debtorits limited partnership agreement; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any oral or written agreement, instrument, contract, undertaking, mortgage, indenture, lease, license or other understanding Contract to which such Debtor it is a party or by which any of the its properties or assets of such Debtor may be bound or otherwise subject; or (iii) contravene or violate any law Law applicable to any Debtor or any of its properties or assetsit. (e) No prior or subsequent filing or registration with, notification to, or authorization, consent of or approval of, any governmental entity or other third party Governmental Entity is required to be made or obtained by any Debtor it in connection with the execution, delivery and performance by the Debtors of this agreement or the Loan Agreement any Transaction Document to which it is a party or the consummation by the Debtors it of the transactions contemplated hereby and thereby.

Power and Authority; Authorization; Enforceability; No Conflicts; Etc. (a) Each Debtor has full corporate power and authority to own its assets and to carry on its business as it is now being conducted and to execute and deliver this agreement, the Loan Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by each Debtor Elite of this agreement, the Loan Agreement and the other Transaction Documents to which it is a party and the consummation by such Debtor Elite of the transactions contemplated hereby and thereby have has been duly authorized by all requisite corporate action of BorrowerElite. (cb) This agreement Agreement has been, and the Loan Agreement have been other Transaction Documents to which Elite is or will be a party will at the Closing be, duly and validly executed and delivered by each Debtor Elite and constitute constitutes or will then constitute, as the case may be, the legal, valid and binding obligations of such DebtorElite, enforceable against it in accordance with their respective terms. (dc) The execution and delivery by each Debtor Elite of this agreement Agreement and each of the Loan Agreementother Transaction Documents to which it is a party, the performance by such Debtor Elite of its obligations hereunder and thereunder and the consummation by such Debtor Elite of the transactions contemplated hereby and thereby do not and will not: (i) violate any provision of the its certificate of incorporation or bylaws (or comparable organizational documents) of such Debtorbylaws; (ii) except as set forth on Schedule 4.2, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any oral or written agreement, instrument, contract, undertaking, mortgage, indenture, lease, license or other understanding Contract to which such Debtor Elite is a party (other than the franchise agreement between Elite and an Affiliate of Mattress Firm) or by which any of the properties or assets of such Debtor Elite may be bound or otherwise subject; or (iii) contravene or violate any law Law applicable to any Debtor Elite or any of its properties or assets. (ed) No consent Except for such Consents which will be made or obtained by Elite prior to the Closing or as set forth on Schedule 4.2, no Consent of any governmental entity or other third party Person, including, without limitation, any Governmental Authority is required to be made or obtained by any Debtor Elite in connection with the execution, delivery and performance by the Debtors Elite of this agreement Agreement or any of the Loan Agreement other Transaction Documents to which Elite is a party or the consummation by the Debtors Elite of the transactions contemplated hereby and or thereby.

Power and Authority; Authorization; Enforceability; No Conflicts; Etc. (a) Each Debtor The Seller and Acquisition Company each has full corporate (or other) power and authority to own its assets and to carry on its business as it is now being conducted and to execute and deliver this agreement, the Loan Agreement and the other Transaction Documents to which it is a party agreements and instruments contemplated herein and to perform its obligations hereunder and thereunder (together with this Agreement, the “Transaction Documents”) to which either of them is a party and to consummate the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by each Debtor the Seller and Acquisition Company of this agreement, the Loan Agreement and the other Transaction Documents to which it is they are a party and the consummation by such Debtor the Seller and Acquisition Company of the transactions contemplated hereby and thereby have has been duly authorized by all requisite corporate (or other) action of Borrowerthe Seller and Acquisition Company. (c) This agreement Agreement has been, and the Loan Agreement have been other Transaction Documents will at the Closing be, duly and validly executed and delivered by each Debtor the Seller and Acquisition Company and (assuming due authorization, execution and delivery by the Buyer) constitute or will then constitute, as the case may be, the legal, valid and binding obligations of such Debtorthe Seller and Acquisition Company, enforceable against it in accordance with their respective terms. (d) The execution and delivery of each of the Transaction Documents by each Debtor of this agreement the Seller and the Loan AgreementAcquisition Company, the performance by such Debtor the Seller and Acquisition Company of its obligations hereunder and thereunder and the consummation by such Debtor the Seller and Acquisition Company of the transactions contemplated hereby and thereby do not: : (i) violate any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of such Debtor; the Seller or Acquisition Company; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any oral or written agreementnote, instrumentbond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, option, contract, undertaking, mortgageunderstanding (oral or written), indenturecovenant, lease, license agreement or other understanding instrument or document (each, a “Contract”) to which such Debtor either the Seller or Acquisition Company is a party or by which any of the properties or assets of such Debtor the Seller or Acquisition Company may be bound or otherwise subject; or or (iii) contravene or violate any law order, writ, judgment, injunction, decree, law, statute, rule or regulation (each or, a “Law”) applicable to any Debtor the Seller or Acquisition Company or any of its their respective properties or assets. (e) No prior or subsequent filing or registration with, notification to, or authorization, consent of or approval of, any governmental entity foreign, provincial, United States federal, state, county, municipal or other third party local jurisdiction, political entity, body, organization, subdivision or branch, legislative or executive agency or department or other regulatory service, authority or agency (a “Governmental Entity”) is required to be made or obtained by any Debtor the Seller or Acquisition Company in connection with the execution, delivery and performance of this Agreement by the Debtors Seller or Acquisition Company or any of this agreement the other Transaction Documents to which the Seller or the Loan Agreement Acquisition Company is a party or the consummation by the Debtors Seller of the transactions contemplated hereby and thereby, except for such filings, registrations, notifications, authorizations, consents and approvals with the Secretary of State of Delaware in connection with the Merger.

Power and Authority; Authorization; Enforceability; No Conflicts; Etc. (a) Each Debtor Pledgor has full corporate power and authority to own its assets and to carry on its business as it is now being conducted and to execute and deliver this agreement, the Loan Agreement and each of the other Transaction Loan Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by each Debtor Pledgor of this agreement, the Loan Agreement and the other Transaction Loan Documents to which it Pledgor is a party and the consummation by such Debtor Pledgor of the transactions contemplated hereby and thereby have been duly authorized by all requisite action of BorrowerPledgor. (c) This agreement Agreement and the other Loan Agreement Documents to which Pledgor is a party have been duly and validly executed and delivered by each Debtor Pledgor and constitute the legal, valid and binding obligations of such DebtorPledgor, enforceable against it in accordance with their respective terms. (d) The execution and delivery by each Debtor Pledgor of this agreement Agreement and each of the other Loan AgreementDocuments to which it is a party, the performance by such Debtor Pledgor of its obligations hereunder and thereunder and the consummation by such Debtor Pledgor of the transactions contemplated hereby and thereby do not: (i) violate any provision of the certificate of incorporation or bylaws (or comparable other applicable charter or organizational documents) document of such DebtorPledgor; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any oral or written agreement, instrument, contract, undertaking, mortgage, indenture, lease, license or other understanding to which such Debtor Pledgor is a party or by which any of the properties or assets of such Debtor Pledgor may be bound or otherwise subject; or (iii) contravene or violate any law applicable to any Debtor Pledgor or any of its properties or assets. (e) No consent Consent of any governmental entity or other third party Person is required to be made or obtained by any Debtor Pledgor in connection with the execution, delivery and performance by the Debtors Pledgor of this agreement Agreement or the any other Loan Agreement Document to which Pledgor is a party or the consummation by the Debtors Pledgor of the transactions contemplated hereby and thereby.