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

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as have been obtained or made and are in full force and effect, and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the enforcement of creditors’ rights and to general equity principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the each Loan Documents Document to which it is a party and grant the Liens to be granted under the Security Documents and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational organizational, company or corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and grant the Liens to be granted under the Security Documents and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect and (iiiii) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate, limited liability or limited partnership, as applicable, power and authority, and the legal right, to make, deliver enter into and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (ia) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as have been obtained or made and are in full force and effect, (b) filings to perfect the Liens created under the Collateral Documents and to release existing Liens or (iiic) such consents, approvalsauthorizations, registrationsfilings and notices, filings, or other actions the failure of which to do so obtain or make which would could not reasonably be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Transactions and the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 Schedules 4.4, 4.20(a) and filings of Uniform Commercial Code 4.20(b), which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect or will have been obtained or made and be in full force and effect on the Closing Date or (iiiii) such consents, approvals, registrations, filings, or other actions where the failure to obtain such consent or make which authorization, or failure to file or provide notice would not not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 3.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 3.20 and (iii) such consentsin the case of any Security Document to be entered into by Essent IIH, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effectfiling required by section 409 of the Irish Companies Act. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable (in the case of any Security Document entered into by Essent IIH, once filed in compliance with the provisions of section 409 of the Irish Companies Act) against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferexaminership, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made or will be obtained or made prior to the Closing Date and are each of which will be in full force and effecteffect on the Closing Date, (ii) the filings referred to in Section 4.17 and (iii) such consents, approvals, registrations, filings, or other actions except to the extent that failure to obtain any such consent or authorization or make any such filing or notice could not relieve such Loan Party of its obligations under the Loan Documents to which would it is a party or could not reasonably be reasonably expected to have result in a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, Documents except (i) consents, authorizations, filings and notices described in on Schedule 4.4 and filings of Uniform Commercial Code 4.3, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, and (ii) the filings referred to in Section 4.20, (iii) such filings required under the Exchange Act in respect of the transactions contemplated hereby, and (iv) consents, approvalsauthorizations, registrations, filings, filings and notices required under the laws of the jurisdiction of organization of any Foreign Subsidiary in respect of the grant of a security interest in respect of its Capital Stock pursuant to the Guarantee and Collateral Agreement or any other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse EffectSecurity Document. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is (or becomes) a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Prior to becoming a party thereto, each Loan Party has will have taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Spin-Off and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices will have been obtained or made and are will be in full force and effect, effect on or prior to the Closing Date and (iiiii) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 4.19. Each Loan Document has will have been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party andparty, in the case of the Borrower, to borrow hereunder. Each and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this AgreementAgreement and any Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan DocumentsDocuments to which it is a party, except for (ia) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as which have been obtained or made and are in full force and effectprior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents and (iiic) such consents, approvalsauthorizations, registrations, filings, or other actions notices and filings which the failure to obtain or make which would not reasonably be reasonably expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by the Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of the Borrower and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No material Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in on Schedule 4.4 and filings of Uniform Commercial Code 4.4to the Disclosure Letter, which Governmental Approvals, consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, and (iiiii) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder Transactions or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (ia) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 5.4, which consents, authorizations, filings and filings with respect to Intellectual Propertynotices have been, (ii) such as have been or will be, obtained or made and are in full force and effecteffect on or before the Closing Date, and (iii) all applicable waiting periods shall have expired, in each case without any action being taken by any Governmental Authority that would restrain, prevent or otherwise impose adverse conditions on the Transactions, other than any such consentsconsent, approvalsauthorizations, registrations, filings, or other actions filings and notices the failure to obtain or make absence of which would could not reasonably be reasonably expected to have a Material Adverse Effect, and (b) the filings referred to in Section 5.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Upon entry by the Bankruptcy Court of the Confirmation Order, each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, Documents except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.3, which consents, authorizations, filings and filings with respect to Intellectual Property, notices (iiother than the Confirmation Order) such as have been obtained or made and are in full force and effect, effect and (iiiii) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 4.20. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party party, including the granting of Liens pursuant to the Security Documents, and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability delivery and performance of this Agreement or any of the other Loan DocumentsDocuments by each Loan Party, except (ia) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as which have been obtained or made and are in full force and effecteffect (the “Required Approvals”), (b) the filings referred to in Section 4.22, (c) consents, authorizations, filings and notices required by securities, regulatory or other applicable law in connection with an exercise of remedies and (iiid) such consents, approvalsauthorizations, registrationsfilings and notices which, filingsif not obtained or made, or other actions the failure to obtain or make which would not reasonably be reasonably expected to have result in a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto, as applicable. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, as applicable, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational or corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as that have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and any other filings from time to time required under the Guarantee and Collateral Agreement, and (iii) such consents, approvals, registrations, routine Tax filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings obtaining of extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect and (iiiii) such consents, approvals, registrations, filings, or other actions the failure deliveries and filings referred to obtain or make which would not be reasonably expected in Section 4.17 and in each of the Security Documents with respect to have a Material Adverse Effectcreating and perfecting security interests in the Collateral. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Borrower and each other Credit Party has the power and authority, and the legal right, to makeexecute, deliver and perform the Loan Credit Documents to which it is a party and, in the case of the each Borrower, to borrow obtain extensions of credit hereunder. Each Loan Borrower and each other Credit Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No material consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Credit Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.3, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect and (iiiii) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 4.14. Each Loan Credit Document has been duly executed and delivered on behalf of each Loan Borrower and each other Credit Party that is a party thereto. This Agreement constitutes, and each other Loan Credit Document upon execution will constitute, a legal, valid and binding obligation of each Loan Borrower and each other Credit Party that is a party thereto, enforceable against each such Loan Borrower and Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder Transactions or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (ia) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Propertynotices have been, (ii) such as have been or will be, obtained or made and are in full force and effecteffect on or before the Closing Date, and (iii) all applicable waiting periods shall have expired, in each case without any action being taken by any Governmental Authority that would restrain, prevent or otherwise impose adverse conditions on the Transactions, other than any such consentsconsent, approvalsauthorizations, registrations, filings, or other actions filings and notices the failure to obtain or make absence of which would could not reasonably be reasonably expected to have a Material Adverse Effect, and (b) the filings referred to in Section 4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower and each of its Subsidiaries has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party The Borrower and each of its Subsidiaries has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect and (iiiii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effectfilings contemplated by Section 5. Each Loan Document has been duly executed and delivered on behalf of the Borrower and/or each Loan Party of its Subsidiaries party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of the Borrower and each Loan Party of its Subsidiaries party thereto, enforceable against each such Loan Party thereof in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Transaction and the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 Schedules 4.4, 4.19(a) and filings of Uniform Commercial Code 4.19(b), which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect or will have been obtained or made and (iii) such consents, approvals, registrations, filings, or other actions be in full force and effect on the failure to obtain or make which would not be reasonably expected to have a Material Adverse EffectClosing Date. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No Except to the extent the failure to obtain or perform could not reasonably be expected to result in a Material Adverse Effect, no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person, including any Person party to a franchise agreement with any Loan Party, is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect and (iiiii) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. (a) Each Loan Party has the corporate or similar organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporate or similar organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as have been obtained or made and are in full force and effect, and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).. (b) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19, (iii) filings with the SEC that may be required to be made following the execution and delivery hereof in connection herewith and (iv) immaterial consents, authorizations, filings and notices. 4.5

Power; Authorization; Enforceable Obligations. Each Loan Credit Party has the power and authority, and the legal right, to make, deliver and perform the Loan Credit Documents and the other Operative Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Credit Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Credit Documents and the other Operative Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings Extensions of Credit on the terms and conditions of this Agreement. No consent authorization or authorization approval of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Credit Documents and the other Operative Documents, except (i) other than any such consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as which have been duly obtained or made and are in full force and effect, and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect. Each Loan Credit Document and each other Operative Document has been duly executed and delivered on behalf of each Loan Credit Party party thereto. This Agreement constitutes, and each other Loan Credit Document and the other Operative Documents upon execution will constitute, a legal, valid and binding obligation of each Loan Credit Party party thereto, enforceable against each such Loan Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No material Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which Governmental Approvals, consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse EffectGovernmental Approvals described in Schedule 4.4. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder transactions contemplated by the Loan Documents or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consentsthe filings referred to in Section 4.19 which filings have been, authorizationsor will be, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as have been obtained or made and are in full force and effecteffect on or before the Closing Date, and (iii) all applicable waiting periods shall have expired, in each case without any action being taken by any Governmental Authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents, other than any such consentsconsent, approvalsauthorizations, registrations, filings, or other actions filings and notices the failure to obtain or make absence of which would could not reasonably be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general principles of equity principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Parent and each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Parent and each Loan Party has taken all necessary organizational corporate, partnership, limited liability company or other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (ia) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect and (iiib) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 4.19. Each Loan Document has been duly executed and delivered on behalf of Parent and each Loan Party to the extent it is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of Parent and each Loan Party to the extent it is a party thereto, enforceable against Parent and each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Upon entry by the Bankruptcy Court of the Final Order, each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No Except for the entry by the Bankruptcy Court of the Final Order, no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consentsand the Final Order has not been vacated, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as have been obtained reversed or made and are in full force and effect, and (iii) such consents, approvals, registrations, filingsstayed, or other actions the failure to obtain modified or make which amended in a manner that would not reasonably be reasonably expected to have a Material Adverse Effectbe adverse to the interests of the Required Lenders. Each Upon entry by the Bankruptcy Court of the Final Order, each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Upon entry by the Bankruptcy Court of the Final Order, this Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium terms and similar laws relating to or affecting the enforcement of creditors’ rights and to general equity principles (whether enforcement is sought by proceedings in equity or at law)Final Order.

Power; Authorization; Enforceable Obligations. (a) Each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to borrow hereunder. (b) Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings Borrowings on the terms and conditions of this Agreement. (c) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Transaction and the Borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect or will have been obtained or made and be in full force and effect on the Merger Effective Time or (iiiii) such consents, approvals, registrations, filings, or other actions where the failure to obtain such consent or make which authorization, or failure to file or provide notice would not not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect. (d) Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. (e) This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan DocumentsDocuments and, except (i) on the Initial Term Loan Funding Date, the Acquisition, except, in each case, consents, authorizations, filings and filings, notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as or other acts have been obtained obtained, made or made taken or waived to the extent determined by the Borrower in connection with the Acquisition not to be reasonably necessary and are in full force and effect, and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law)) and public policy limiting exculpation, indemnification or contribution.

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consentsthe filings referred to in Section 4.19, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as have been obtained or made and are in full force and effectany approvals, and (iii) such consents, approvalsexemptions, registrationsauthorizations or other actions, notices or filings, or other actions the failure of which to obtain or make which would could not reasonably be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document constitutes or, upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, thereto enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles and principles of good faith and fair dealing (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerCompany (or any Affiliate borrower), to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerCompany (or any Affiliate borrower), to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 5.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect and the consents described in Section 6.10(a) and (iiiii) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 5.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has will have the power and authorityauthority under its constitutive documents, and the legal right, to make, deliver and perform the Loan Documents to which it is a party andprior to the execution of any such Loan Documents, subject, in the case of the Borrowera Subsidiary Guarantor or a Specified Subsidiary, to borrow hereunderthe final proviso to each such definition. The Borrower has the power and authority under its constitutive documents, and the legal right, to obtain extensions of credit under the Term Loan B Commitments. Each Loan Party has will have taken all necessary organizational action under its constitutive documents to authorize the execution, delivery and performance of the Loan Documents to which it is a party andprior to the execution of any such Loan Documents, subject, in the case of a Subsidiary Guarantor or a Specified Subsidiary, to the Borrower, final proviso to each such definition. The Borrower has taken all necessary organizational action under its constitutive documents to authorize the borrowings extensions of credit under the Term Loan B Commitments on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan DocumentsDocuments by or on behalf of the Loan Parties, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.25, which consents, authorizations, filings and notices shall be obtained or made and shall be in full force and effect as of the Closing Date (except that no such filings with respect to Intellectual Property, (ii) such as will have been obtained or made with respect to certain real and are personal property excluded from the Collateral under the Security Documents) and (ii) the filings referred to in full force and effectSection 4.40. This Agreement has been, and (iii) such consents, approvals, registrations, filings, or each other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect. Each Loan Document has been as of its date will be, duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect (other than the (i) Form 8-K filing and (iiiii) such consentsnotification to the trustee for the Senior Notes described in Schedule 4.4 which shall each be filed or delivered, approvalsas the case may be, registrations, filings, or other actions within ten (10) Business Days after the failure to obtain or make which would not be reasonably expected to have a Material Adverse EffectClosing Date). Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Subject to entry of the Interim Financing Order (or the Final Financing Order, when applicable), (a) each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each , (b) each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No , (c) no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Propertynotices, (ii) such as which have been obtained or made and are in full force and effect, (ii) filings required by, or to perfect the security interests granted pursuant to, the various Security Documents and (iii) such consentsthe filings referred to in Section 5.19, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect. Each (d) each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This , and (e) this Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or Laws affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which Governmental Approvals, consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse EffectGovernmental Approvals described in Schedule 4.4. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4(a), which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect except as set forth in Schedule 4.4(b) and (iiiii) such the filings referred to in Section 4.19. The failure of the consents, approvalsauthorizations, registrations, filings, filings and notices described in Schedule 4.4(b) to have been obtained or other actions the failure made and to obtain or make which would be in full force and effect could not reasonably be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Acquisition (other than consents, authorizations, notices or acts of any Person that is not a Governmental Authority, the lack of which could not, in the aggregate, reasonably be expected to have a Material Adverse Effect) and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 5.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, and effect (iii) such except for the consents, approvalsauthorizations, registrationsfilings and notices listed on Part B of Schedule 5.4, filings, or other actions which the failure Group Members have made commercially reasonable efforts to obtain or make and the lack of which would not could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect) and (ii) the filings referred to in Section 5.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party Borrower has the requisite power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to borrow hereunder. Each Loan Party Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No Except as described on SCHEDULE 4.3, no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder hereunder, or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (ia) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code on SCHEDULE 4.3, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, and (iiib) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 4.17. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party Borrower thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, legally valid and binding obligation of each Loan Party party Borrower thereto, enforceable against each such Loan Party Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower and each Pledgor has the corporate power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party The Borrower and each Pledgor has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required by or on behalf of any Loan Party in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 3.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect (excluding the approval referred to in section B.3 of Schedule 3.4) and (iiiii) where the failure to have obtained or made such consents, approvalsauthorizations, registrationsfilings and notices could not, filingsin the aggregate, or other actions the failure to obtain or make which would not reasonably be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of the Borrower and each Loan Party party theretoPledgor (as applicable). This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of the Borrower and each Loan Party party theretoPledgor (as applicable), enforceable against each the Borrower or such Loan Party Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Related Agreements to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents and the Related Agreements to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan DocumentsDocuments or of the Related Agreements, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 5.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as have been notices will be obtained or made by the Closing Date and, on and are after the Closing Date, will be in full force and effect, effect and (iiiii) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 5.19. Each This Agreement has been duly executed and delivered on behalf of the Borrower. On and after the Closing Date each Loan Document has and each Related Agreement will have been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon the execution thereof will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 3.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect and (iiiii) such the filings referred to in Section 3.19 and consents, approvalsauthorizations, registrations, filings, filings and notices obtained or other actions made in the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effectordinary course of business. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder Transactions or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (ia) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 5.4, which consents, authorizations, filings and filings with respect to Intellectual Propertynotices have been, (ii) such as have been or will be, obtained or made and are in full force and effecteffect on or before the Restatement Date, and (iii) all applicable waiting periods shall have expired, in each case without any action being taken by any Governmental Authority that would restrain, prevent or otherwise impose adverse conditions on the Transactions, other than any such consentsconsent, approvalsauthorizations, registrations, filings, or other actions filings and notices the failure to obtain or make absence of which would could not reasonably be reasonably expected to have a Material Adverse Effect, and (b) the filings referred to in Section 5.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has The execution, delivery and performance by the power and authority, Originator of this Agreement and the legal right, to make, deliver and perform the Loan other Transaction Documents to which it is a party party, the creation and perfection of all Liens and ownership interests provided for herein and therein and, in solely with respect to clause (g) below, the case exercise by SPV or any assignee or transferee thereof of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery any of its rights and performance of the Loan Documents remedies under any Transaction Document to which it is a party andparty: (i) are within the Originator's limited liability company power; (ii) have been duly authorized by all necessary or proper company or member action; (iii) do not contravene any provision of the Originator's limited liability company agreement or certificate of formation; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) do not conflict with or result in the case breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which the Originator is a party or by which the Originator or any of its property is bound; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the Borrower, to authorize property of the borrowings on Originator; and (vii) do not require the terms and conditions of this Agreement. No consent or authorization approval of, or filing with, with or notice to or other act by or in respect ofto, any Governmental Authority or any other Person is required Person, except those referred to in connection Section 3.1(b), all of which will have been duly obtained, made or complied with prior to the borrowings hereunder Closing Date. On or with prior to the executionClosing Date, delivery, performance, validity or enforceability of this Agreement or any each of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect Transaction Documents to Intellectual Property, (ii) such as which the Originator is party shall have been obtained or made and are in full force and effect, and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, by the Originator and each other Loan such Transaction Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party thereto, the Originator enforceable against each such Loan Party it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the enforcement of creditors’ rights and to general equity principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Parent Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect and (iiiii) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which Governmental Approvals, consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse EffectGovernmental Approvals described in Schedule 4.4. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate, partnership, limited liability company or other necessary power and authority, and the legal right, to makeexecute, deliver and perform the Loan Transaction Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate, partnership or limited liability action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Transaction Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Transaction Documents, except for (i) consents, authorizations, notices and filings and notices described disclosed in Schedule 4.4 and filings 5.02, all of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as which have been obtained or made and are in full force and effectmade, and (iiiii) such consentsfilings to perfect the Liens created by the Collateral Documents. This Agreement has been, approvalsand each other Transaction Document to which Holdings or any of its Subsidiaries is a party will be, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party theretosuch Person. This Agreement constitutes, and each other Loan Transaction Document upon execution to which any Credit Party or Holdings is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Credit Party party theretothereto and, to the knowledge of Holdings and the Borrower enforceable against each such Loan Party Person in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general equity principles applicability (regardless of whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party --------------------------------------------- has the power and authority, and the legal right, to make, deliver and perform each of the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan Party , and has taken all necessary organizational corporate or partnership action to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. Except as set forth on Schedule 5.4, no consent or authorization of, filing ------------ with, notice to or other act by or in respect of, any Governmental Authority or any other Person (including any partner or shareholder of any Loan Party or any Affiliate of any Loan Party) is required to be obtained or made by any Loan Party or any other Person, in connection with the Stock Purchase other than those that have been obtained or made and are in full force and effect; provided, that with respect to third party approvals necessary for the Stock -------- Purchase, Schedule 5.4 lists only the material third party approvals required. ------------ No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person (including any partner or shareholder of JIC, any Loan Party or any Affiliate of JIC or any Loan Party) is required to be obtained or made by JIC or any Loan Party or any Subsidiary of any Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as Documents other than those that have been obtained or made and are in full force and effect, and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect. Each Loan Document to which JIC and each Loan Party is a party has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, JIC and each other such Loan Party. Each Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of JIC, to the extent JIC is a party thereto, and each Loan Party party thereto, thereto enforceable against JIC and each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent transfertransfer or conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ ' rights and to generally, general equity equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in on Schedule 4.4 and filings of Uniform Commercial Code 4.4, which Governmental Approvals, consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse EffectGovernmental Approvals described on Schedule 4.4. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. (a) Each Loan Party has the organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. (b) Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No (c) Subject to the Certain Funds Paragraph, no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder Transactions or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consentsthose actions specified on Schedule 6.15 and except the filings referred to in Section 4.18 which filings have been, authorizationsor will be, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as have been obtained or made and are in full force and effecteffect on or before the Closing Date, and (iii) all applicable waiting periods shall have expired, in each case without any action being taken by any Governmental Authority that would restrain, prevent or otherwise impose adverse conditions on the Transactions, other than any such consentsconsent, approvalsauthorizations, registrations, filings, or other actions filings and notices the failure to obtain or make absence of which would could not reasonably be reasonably expected to have a Material Adverse Effect. (d) Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. (e) This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general principles of equity principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder Transactions or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consentsthe filings referred to in Section 4.19 which filings have been, authorizationsor will be, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as have been obtained or made and are in full force and effecteffect on or before the Closing Date, and (iii) all applicable waiting periods shall have expired, in each case without any action being taken by any Governmental Authority that would restrain, prevent or otherwise impose adverse conditions on the Transactions, other than any such consentsconsent, approvalsauthorizations, registrations, filings, or other actions filings and notices the failure to obtain or make absence of which would could not reasonably be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general principles of equity principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerCompany (or any Affiliate borrower), to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerCompany (or any Affiliate borrower), to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 6.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect and the consents described in Section 7.10 and (iiiii) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 6.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4(a), which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect except as set forth in Schedule 4.4(b) and (iiiii) such the filings referred to in Section 4.19. The failure of the consents, approvalsauthorizations, registrations, filings, filings and notices described in Schedule 4.4(b) to have been obtained or other actions the failure made and to obtain or make which would be in full force and effect could not reasonably be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Facility Party has the corporate or other necessary power and authority, and the legal right, right to makeexecute, deliver and perform the Loan Transaction Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate or other action to authorize the borrowings and other actions on the terms and conditions of this Agreement and to authorize the execution, delivery and performance by it of the Loan Transaction Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreementparty. No consent consent, approval, licenses, validation or authorization of, filing filing, recording or registration with, notice to to, exemption by or other similar act by or in respect of, any Governmental Authority or any other Person (including, without limitation, any stockholder, certificateholder or creditor of any Facility Party or any of their respective Subsidiaries) is required to be obtained or made by or on behalf of any Facility Party in connection with the borrowings hereunder or with other extensions of credit hereunder, the execution, delivery, performance, validity or enforceability by or against it of the Transaction Documents or the exercise of the rights and remedies of the Agent, the Collateral Agent or any other Protected Party pursuant to this Agreement or any of the other Loan DocumentsDocument, except for (i) consents, authorizations, notices and filings and notices described disclosed in Schedule 4.4 and filings 5.02, all of Uniform Commercial Code filings and filings with respect to Intellectual Propertywhich have been obtained or made, (ii) such as have been obtained or made filings to perfect and are in full force and effect, maintain the perfection of the Liens created by the Collateral Documents and (iii) such consents, approvalsauthorizations, registrationsnotices and filings in connection with the disposal of Collateral required by laws affecting the offering and sale of securities. This Agreement has been, filingsand each other Transaction Document to which any Facility Party is a party will be, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party theretosuch Person. This Agreement constitutes, and each other Loan Transaction Document upon execution to which any Facility Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Facility Party party thereto, enforceable against each such Loan Party Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by equitable principles of general equity principles applicability (regardless of whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the any Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the any Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority Authority, FINRA or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (ia) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 3.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, and (iiib) the filings referred to in Section 3.17 or (c) such other consents, approvalsauthorizations, registrations, filings, or other actions filings and notices the failure to obtain receive or make which would not reasonably be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate, partnership, limited liability company or other necessary power and authority, and the legal right, to makeexecute, deliver and perform the Loan Transaction Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate, partnership or limited liability action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Transaction Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Transaction Documents, except for (i) consents, authorizations, notices and filings and notices described disclosed in Schedule 4.4 and filings 5.02, all of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as which have been obtained or made and are in full force and effectmade, and (iiiii) such consentsfilings to perfect the Liens created by the Collateral Documents. This Agreement has been, approvalsand each other Transaction Document to which Holdings or any of its Subsidiaries is a party will be, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party theretosuch Person. This Agreement constitutes, and each other Loan Transaction Document upon execution to which any Credit Party or Holdings is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Credit Party party theretothereto and, to the knowledge of Holdings and the Borrower enforceable against each such Loan Party Person in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general equity principles applicability (regardless of whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party party, including the granting of Liens pursuant to the Security Documents, and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability delivery and performance of this Agreement or any of the other Loan DocumentsDocuments by each Loan Party, except (ia) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as which have been obtained or made and are in full force and effecteffect (the “Required Approvals”), (b) the filings referred to in Section 4.17, (c) consents, authorizations, filings and notices required by securities, regulatory or other applicable law in connection with an exercise of remedies and (iiid) such consents, approvalsauthorizations, registrationsfilings and notices which, filingsif not obtained or made, or other actions the failure to obtain or make which would not reasonably be reasonably expected to have result in a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto, as applicable. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, as applicable, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Credit Documents to which it is a party andparty, and in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate action to authorize the borrowings and other extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan DocumentsCredit Documents to which such Credit Party is a party, except for (i) consents, authorizations, notices and filings and notices described in Schedule 4.4 and filings 6.4, all of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as which have been obtained or made and are or have the status described in full force and effect, such Schedule 6.4 and (iiiii) such consents, approvals, registrations, filings, or other actions those the failure of which to obtain or make which would could not be reasonably expected to have a Material Adverse Effect. Each Loan This Credit Agreement has been, and each other Credit Document has been to which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document upon execution to which any Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Part A of Schedule 4.4 and filings of Uniform Commercial Code 4.4, which Governmental Approvals, consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, and (ii) the filings referred to in Section 4.19, (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse EffectGovernmental Approvals described in Part B of Schedule 4.4. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any relevant Governmental Authority or any other relevant Person is required in connection with the borrowings Transaction and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings 5.4 of Uniform Commercial Code the Disclosure Letter, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices shall have been obtained or made and are shall be in full force and effect, effect on or before the Funding Date and (iii) such consents, approvals, registrations, filings, all applicable waiting periods shall have expired on or other actions before the failure to obtain or make Funding Date without any action being taken by any Governmental Authority which would not restrain, prevent or otherwise impose adverse conditions on the Transaction, which conditions would reasonably be reasonably expected to have a Material Adverse EffectEffect and (ii) the filings referred to in Section 5.19. Each Loan Document This Agreement has been duly executed and delivered on behalf of each Loan Party party theretothereto and each other Loan Document shall have been duly executed and delivered on behalf of each Loan Party party thereto on or before the Effective Date or the Funding Date, as applicable. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law)) and except to the extent qualified by any reservations or qualifications given in connection with the Loan Documents.

Power; Authorization; Enforceable Obligations. Each Loan Party has the requisite power and authority, and the legal right, to make, deliver and perform its obligations under the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Spin and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as which have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) such consents, approvals, registrations, filings, consents or other actions authorizations the failure to obtain or make absence of which would not be reasonably expected to in the aggregate have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power (corporate or otherwise) and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary organizational action (corporate or otherwise) to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) such consents, approvals, registrations, filings, or other actions filings with the failure SEC on Form 8-K that may be required to obtain or make which would not be reasonably expected to have a Material Adverse Effectmade following the execution and delivery hereof. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Credit Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the borrowings Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Credit Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.04, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) such consents, approvals, registrations, filings, filings to be made by or other actions on behalf of the failure Lenders relating to obtain or make which would not be reasonably expected to have a Material Adverse Effectthe enforcement of the Lenders’ rights hereunder. Each Loan Credit Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Credit Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate, partnership, limited liability company or other necessary power and authority, and the legal right, to makeexecute, deliver and perform the Loan Transaction Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Transaction Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Transaction Documents, except for (i) consents, authorizations, notices and filings and notices described disclosed in Schedule 4.4 and filings 5.02, all of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as which have been obtained or made and are in full force and effectmade, and (iiiii) such consentsfilings to perfect the Liens created by the Collateral Documents. This Agreement has been, approvals, registrations, filings, or and each other actions the failure Transaction Document to obtain or make which would not any Credit Party is a party will be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party theretosuch Person. This Agreement constitutes, and each other Loan Transaction Document upon execution to which any Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party Person in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general equity principles applicability (regardless of whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party Restricted Group Member has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrowerparty, to borrow hereunderobtain extensions of credit hereunder and grant the Liens under the Security Documents. Each Loan Party Restricted Group Member has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowerparty, to authorize the borrowings extensions of credit on the terms and conditions of this AgreementAgreement and to grant the Liens under the Security Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 3.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect and (iiiii) such consents, approvals, registrations, filings, or other actions the failure filings and acts referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 3.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party Restricted Group Member party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party Restricted Group Member party thereto, enforceable against each such Loan Party Restricted Group Member in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, Documents except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.3, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, and (ii) the filings referred to in Section 4.20, (iii) such filings required under the Exchange Act in respect of the transaction contemplated hereby and (iv) consents, approvalsauthorizations, registrations, filings, filings and notices required under the laws of the jurisdiction of organization of any Foreign Subsidiary in respect of the grant of a security interest in respect of its Capital Stock pursuant to the Guarantee and Collateral Agreement or any other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse EffectSecurity Document. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) such consents, approvalsauthorizations, registrations, filings, or other actions filings and notices the failure to obtain have obtained or make which would made could not reasonably be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) such those consents, approvalsauthorizations, registrations, filings, or other actions filings and notices the failure of which to obtain or make which would could not reasonably be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder Sixth Amendment Refinancing, the 2026 Term Loan Upsize or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consentsthe filings referred to in Section 4.19 which filings have been, authorizationsor will be, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as have been obtained or made and are in full force and effecteffect on or before the Restatement Effective Date, and (iii) all applicable waiting periods shall have expired, in each case without any action being taken by any Governmental Authority that would restrain, prevent or otherwise impose adverse conditions on the Sixth Amendment Refinancing or the 2026 Term Loan Upsize, other than any such consentsconsent, approvalsauthorizations, registrations, filings, or other actions filings and notices the failure to obtain or make absence of which would could not reasonably be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general principles of equity principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower and each Material Subsidiary has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect and (iiiii) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 4.18. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party Borrower has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrowerparty, to borrow hereunderobtain extensions of credit hereunder and grant the Liens under the Security Documents. Each Loan Party Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowerparty, to authorize the borrowings extensions of credit on the terms and conditions of this AgreementAgreement and to grant the Liens under the Security Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 4.4, which consents, authorizations, filings (other than those designated as "Pending Landlord Consents" on Schedule 4.4) and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect and (iiiii) such consents, approvals, registrations, filings, or other actions the failure filings and acts referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party Borrower party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party Borrower party thereto, enforceable against each such Loan Party Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any 66 Governmental Authority or any other Person is required in connection with the borrowings Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices will have been obtained or made on or before the Closing Date and are will be in full force and effecteffect on and after the Closing Date, (ii) the filings referred to in Section 4.19 and (iii) such consents, approvalsauthorizations, registrationsfilings and notices the absence of which could not, filingsindividually or in the aggregate, or other actions the failure to obtain or make which would not reasonably be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Credit Documents to which it is a party andparty, and in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate action to authorize the borrowings and other extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan DocumentsCredit Documents to which such Credit Party is a party, except for (i) consents, authorizations, notices and filings and notices described in Schedule 4.4 and filings 6.4, all of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as which have been obtained or made and are or have the status described in full force and effectsuch Schedule 6.4, (ii) filings to perfect the Liens created by the Collateral Documents and (iii) such consents, approvals, registrationsauthorizations, filings, notices or other actions acts the failure to make or obtain or make which would could not reasonably be reasonably expected to have a Material Adverse Effect. Each Loan This Credit Agreement has been, and each other Credit Document has been to which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretosuch Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document upon execution to which any Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. (a) Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each ; (b) each Loan Party has taken all necessary organizational or corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No ; (c) no material Governmental Approval or consent (including for the avoidance of doubt, the Israel Innovation Authority), or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as that have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and any other filings from time to time required under the Guarantee and Collateral Agreement (iii) such consentsroutine Tax filings and (iv) the IIA Approval, approvals, registrations, filings, or other actions to the failure extent required to obtain or make which would not be reasonably expected to have a Material Adverse Effect. Each provided in accordance with the Agreed Security Principles and Schedule 5.3; (d) each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This ; (e) this Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and moratorium, receivership, examinership, rescue process, administration or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party --------------------------------------------- has the power and authority, and the legal right, to makeexecute, deliver and perform the Loan Documents and the Intercompany Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents and the Intercompany Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents or any of the Intercompany Loan Documents, except (i) consentsconsents (other than any consent that would be required in connection with the Administrative Agent's exercise of its remedies hereunder in respect of any lease, license or other contract restricting the assignment thereof), authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices ------------ have been obtained or made and are in full force and effecteffect except as specified on Schedule 4.4, and (iiiii) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 4.19. Each Loan ------------ Document and Intercompany Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and Intercompany Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable (except for the exercise of remedies hereunder in respect of any lease, license or other contract restricting assignment thereof) against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the requisite limited liability company or other corporate power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings Loans on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Loans hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as that have been obtained or made and are in full force and effect, (ii) consents, authorizations, filings and notices contemplated by the Security Documents, (iii) such consents, approvalsauthorizations, registrationsfilings and notices which customarily are required in connection with the exercise of remedies in respect of the Collateral, filings(iv) those consents, or other actions authorizations, filings and notices the failure of which to obtain obtain, take, give or make which would could not be reasonably expected to have a Material Adverse EffectEffect and (v) the filings referred to in Section 3.18. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which Governmental Approvals, consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse EffectGovernmental Approvals described in Schedule 4.4. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No material Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings YuMe Acquisition, the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) the Governmental Approvals, consents, authorizations, filings and notices described in on Schedule 4.4 and filings of Uniform Commercial Code 4.4(A) to the Disclosure Letter, which Governmental Approvals, consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, (ii) those Governmental Approvals, consents, authorizations, filings and notices described on Schedule 4.4(B) to the Disclosure Letter that will be obtained or made in connection with the YuMe Acquisition, (iii) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make in Section 4.19 and (iv) organizational consents which would not be reasonably expected to have a Material Adverse Effectbeen obtained. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party Group Member has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party Group Member has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement Agreement, or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect (except as specified in Schedule 4.4) and (iiiii) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make which would not be reasonably expected in Schedule 3 to have a Material Adverse Effectthe Pledge and Security Agreement. Each Loan Document has been duly executed and delivered on behalf of each Loan Party Group Member party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party Group Member party thereto, enforceable against each such Loan Party Group Member in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party Borrower and each Guarantor has the corporate, partnership or limited liability company (as applicable) power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and, and (in the case of the Borrower, ) to borrow hereunder. Each Loan Party , and has taken all corporate or other action necessary organizational action to be taken by it to authorize (a) (in the case of Borrower) such borrowing on the terms and conditions of this Agreement and the Note, and (b) the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreementparty. No consent consent, waiver or authorization of, or filing with, notice to or other act by or in respect of, with any Person (including without limitation any Governmental Authority or any other Person Authority) is required to be made or obtained by Borrower in connection with the borrowings hereunder or by Borrower or any Guarantor in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect Documents to Intellectual Property, (ii) such as have been obtained or made and are in full force and effectwhich it is a party. This Agreement has been, and (iii) such consentsthe Note, approvalsthe Mortgages and the Guaranty Agreement will be, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of Borrower or each Loan Party party thereto. This Guarantor (as the case may be), and this Agreement constitutes, and each other Loan Document upon execution the Note, the Mortgages and Guaranty Agreement when executed and delivered hereunder will constitute, a legal, valid and binding obligation of each Loan Party party theretoBorrower or the Guarantors (as the case may be), enforceable against each such Loan Party Borrower or the Guarantors (as the case may be), in accordance with its their terms, except as enforceability may be limited by applicable subject to the effect, if any, of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and arrangement or other similar laws relating to or affecting the enforcement rights of creditors’ rights creditors generally and to the limitations, if any, imposed by the general principles of equity principles (whether enforcement is sought by proceedings in equity or at law)and public policy.

Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower and each of its Subsidiaries has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party The Borrower and each of its Subsidiaries has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect and (iiiii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effectfilings contemplated by Section 5. Each Loan Document has been duly executed and delivered on behalf of the Borrower and/or each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the enforcement of creditors’ rights and to general equity principles (whether enforcement is sought by proceedings in equity or at law).Subsidiaries party

Power; Authorization; Enforceable Obligations. Each Loan Party has will have the power and authorityauthority under its constitutive documents, and the legal right, to make, deliver and perform the Loan Documents to which it is a party andprior to the execution of any such Loan Documents, subject, in the case of the Borrowera Subsidiary Guarantor or a Specified Subsidiary, to borrow hereunderthe final proviso to each such definition. The Borrower has the power and authority under its constitutive documents, and the legal right, to obtain extensions of credit under the Term Loan B Commitments. Each Loan Party has will have taken all necessary organizational action under its constitutive documents to authorize the execution, delivery and performance of the Loan Documents to which it is a party andprior to the execution of any such Loan Documents, subject, in the case of a Subsidiary Guarantor or a Specified Subsidiary, to the Borrower, final proviso to each such definition. The Borrower has taken all necessary organizational action under its constitutive documents to authorize the borrowings extensions of credit under the Term Loan B Commitments on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan DocumentsDocuments by or on behalf of the Loan Parties, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.24, which consents, authorizations, filings and notices shall be obtained or made and shall be in full force and effect as of the Closing Date (except that no such filings with respect to Intellectual Property, (ii) such as will have been obtained or made with respect to certain real and are personal property excluded from the Collateral under the Security Documents) and (ii) the filings referred to in full force and effectSection 4.39. This Agreement has been, and (iii) such consents, approvals, registrations, filings, or each other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect. Each Loan Document has been as of its date will be, duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party member of the Restricted Group has the power and authority, and the legal right, to makeexecute, deliver and perform the Loan Transaction Documents to which it is a party party, to enter into amendments to the Lease/Purchase Documents as and when contemplated hereby and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party member of the Restricted Group has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Transaction Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Lease/Purchase Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Transaction Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect and (iiiii) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 4.19. Each Loan Transaction Document has been duly executed and delivered on behalf of each Loan Party member of the Restricted Group party thereto. This Agreement constitutes, and each other Loan Transaction Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party member of the Restricted Group party thereto, enforceable against each such Loan Party member in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate, partnership or limited liability company power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Transaction and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) such consents, approvals, registrations, authorizations and filings, or other actions the failure to obtain or make perform which would could not be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in on Schedule 4.4 and filings of Uniform Commercial Code 4.4, which Governmental Approvals, consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) such Governmental Approvals, consents, approvalsauthorizations, registrationsfilings and notices, filings, or other actions the failure of which to obtain obtain, make or make which give would not reasonably be reasonably expected to have result in a Material Adverse Effect. Each Loan Document has Document, when delivered hereunder, will have been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution when so delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws relating to or affecting the enforcement of creditors’ rights and to generally or by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any relevant Governmental Authority or any other relevant Person is required in connection with the borrowings Transaction and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings 5.4 of Uniform Commercial Code the Disclosure Letter, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices shall have been obtained or made and are shall be in full force and effect, effect on or before the Funding Date and (iii) such consents, approvals, registrations, filings, all applicable waiting periods shall have expired on or other actions before the failure to obtain or make Funding Date without any action being taken by any Governmental Authority which would not restrain, prevent or otherwise impose adverse conditions on the Transaction, which conditions would reasonably be reasonably expected to have a Material Adverse EffectEffect and (ii) the filings referred to in Section 5.19. Each Loan Document This Agreement has been duly executed and delivered on behalf of each Loan Party party theretothereto and each other Loan Document shall have been duly executed and delivered on behalf of each Loan Party party thereto on or before the Effective Date or the Funding Date, as applicable. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law)) and except to the extent qualified by any reservations or qualifications given in connection with the Loan Documents.

Power; Authorization; Enforceable Obligations. Each Loan Party has will have the power and authorityauthority under its constitutive documents, and the legal right, to make, deliver and perform the Loan Documents to which it is a party andprior to the execution of any such Loan Documents. The Borrower has the power and authority under its constitutive documents, in and the case of the Borrowerlegal right, to borrow obtain extensions of credit hereunder. Each Loan Party has will have taken all necessary organizational action under its constitutive documents to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in prior to the case execution of the Borrower, any such Loan Documents. The Borrower has taken all necessary organizational action under its constitutive documents to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan DocumentsDocuments by or on behalf of the Loan Parties, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and notices shall be obtained or made and shall be in full force and effect prior to the Initial Funding Date (except that no such filings with respect to Intellectual Property, (ii) such as will have been obtained or made with respect to certain real and are personal property excluded from the Collateral under the Security Documents) and (ii) the filings referred to in full force and effectSection 4.19. This Agreement has been, and (iii) such consents, approvals, registrations, filings, or each other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect. Each Loan Document has been as of its date will be, duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) (x) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as have been obtained or made and are in full force and effect, and effect or (iiiy) such consents, approvals, registrations, filings, or other actions the Loan Party’s failure to so obtain or make which would not reasonably be reasonably expected to have a Material Adverse Effect, (ii) the filings referred to in Section 4.19 (and subsequent filings and recordings with respect to registered or applied-for Intellectual Property acquired by the Loan Parties after the Closing Date) and (iii) recording of the transfer of registrations and applications for Intellectual Property upon foreclosure. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution and delivery will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).. 4.5

Power; Authorization; Enforceable Obligations. Each Loan Party Borrower and each Subsidiary Guarantor has the corporate, partnership or limited liability company (as applicable) power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and, and (in the case of the Borrower, ) to borrow hereunder. Each Loan Party , and has taken all corporate or other action necessary organizational action to be taken by it to authorize (a) (in the case of Borrower) the borrowings on the terms and conditions of this Agreement and the Notes, and (b) the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreementparty. No consent consent, waiver or authorization of, or filing with, notice to or other act by or in respect of, with any Person (including without limitation any Governmental Authority or any other Person Authority) is required to be made or obtained by Borrower in connection with the borrowings hereunder or by Borrower or any Guarantor in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect Documents to Intellectual Property, (ii) such as have been obtained or made and are in full force and effectwhich it is a party. This Agreement has been, and (iii) such consents, approvals, registrations, filings, or each Note and each other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect. Each Loan Document has been will be, duly executed and delivered on behalf of Borrower or each Loan Party party thereto. This Guarantor (as the case may be), and this Agreement constitutes, and each Note and each other Loan Document upon execution when executed and delivered hereunder will constitute, a legal, valid and binding obligation of each Loan Party party theretoBorrower or the Subsidiary Guarantors or the Owner Guarantors (as the case may be), enforceable against each such Loan Party Borrower or the Subsidiary Guarantors or the Owner Guarantors (as the case may be), in accordance with its terms, except as enforceability may be limited by applicable subject to the effect, if any, of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and arrangement or other similar laws relating to or affecting the enforcement rights of creditors’ rights creditors generally and to the limitations, if any, imposed by the general principles of equity principles (whether enforcement is sought by proceedings in equity or at law)and public policy.

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Transaction Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Transaction Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement and to authorize the issuance of the Issued Shares pursuant to this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit or the issuance of Common Stock hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Transaction Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in on Schedule 4.4 and filings of Uniform Commercial Code 4.4, which Governmental Approvals, consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect to the extent noted on Schedule 4.4 and (iiiii) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 4.19. Each Loan Transaction Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Transaction Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on extensions of credit to be requested by and made to Borrower pursuant to the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Part I of Schedule 4.4 and filings of Uniform Commercial Code 4.4, which Governmental Approvals, consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect; (ii) the third party consents described in Part II of Schedule 4.4, provided that the failure to obtain any or all of such third party consents described in such Part II of Schedule 4.4 shall not reasonably be expected to result in a Material Adverse Effect; and (iii) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Facility Party has the corporate or other necessary power and authority, and the legal right, right to makeexecute, deliver and perform the Loan Transaction Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate or other action to authorize the Borrowings and other actions on the terms and conditions of this Agreement and to authorize the execution, delivery and performance by it of the Loan Transaction Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreementparty. No consent consent, approval, licenses, validation or authorization of, filing filing, recording or registration with, notice to to, exemption by or other similar act by or in respect of, any Governmental Authority or any other Person (including, without limitation, any stockholder, certificateholder or creditor of any Facility Party or any of their respective Subsidiaries) is required to be obtained or made by or on behalf of any Facility Party in connection with the borrowings hereunder Borrowings or with other extensions of credit hereunder, the execution, delivery, performance, validity or enforceability by or against it of the Transaction Documents or the exercise of the rights and remedies of the Agent, the Collateral Agent or any other Protected Party pursuant to this Agreement or any of the other Loan DocumentsDocument, except for (i) consents, authorizations, notices and filings and notices described disclosed in Schedule 4.4 and filings 5.02, all of Uniform Commercial Code filings and filings with respect to Intellectual Propertywhich have been obtained or made, (ii) such as have been obtained or made filings to perfect and are in full force and effect, maintain the perfection of the Liens created by the Collateral Documents and (iii) such consents, approvalsauthorizations, registrationsnotices and filings in connection with the disposal of Collateral required by laws affecting the offering and sale of securities. This Agreement has been, filingsand each other Transaction Document to which any Facility Party is a party will be, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party theretosuch Person. This Agreement constitutes, and each other Loan Transaction Document upon execution to which any Facility Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Facility Party party thereto, enforceable against each such Loan Party Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by equitable principles of general equity principles applicability (regardless of whether enforcement is sought by proceedings in equity or at law).. 75 Warehouse Loan Agreement 762040188

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Merger and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.18 and (iii) such those consents, approvalsauthorizations, registrations, filings, or other actions filings and notices the failure of which to obtain or make which would could not reasonably be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreementthe Existing Credit Agreement and to authorize the other Transactions. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this the Existing Credit Agreement or any of the Loan DocumentsDocuments or the consummation of the other Transactions, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 3.4, which Governmental Approvals, consents, authorizations, filings and filings with respect notices (A) except to Intellectual Property, (ii) the extent indicated on such as Schedule 3.4 have been obtained or made and are in full force and effect, and effect or (iiiB) such consents, approvals, registrations, filings, or other actions which the failure to obtain or make which would could not reasonably be reasonably expected expected, individually or in the aggregate, to have a Material Adverse EffectEffect and (ii) the filings referred to in Section 3.18. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This The Existing Credit Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Part A of Schedule 4.4 and filings of Uniform Commercial Code 4.4, which Governmental Approvals, consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, and (ii) the filings referred to in Section 4.19, (iii) such Governmental Approvals described in Part B of Schedule 4.4, and (iv) any approvals, consents, approvalsexemptions, registrationsauthorizations or other actions, notices or filings, or other actions the failure of which to obtain or make which would not reasonably be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles and principles of good faith and fair dealing (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan DocumentsDocuments by or in respect of any Loan Party, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.4, which Governmental Approvals, consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse EffectGovernmental Approvals described in Schedule 4.4. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Transaction and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 5.4, which consents, authorizations, filings and filings with respect to Intellectual Property, notices will be obtained or made within the time frames required by applicable Governmental Authorities or Persons and (ii) such as have been obtained or made and are in full force and effect, and (iii) such consents, approvalsauthorizations, registrations, filings, or other actions the failure to obtain or make which would filings and notices not be reasonably expected to have a Material Adverse EffectEffect and (iii) the filings referred to in Section 5.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Credit Documents to which it is a party andparty, in the case of the Borrower, to borrow hereunder. Each Loan Party and has taken all necessary organizational corporate action to authorize the borrowings and other extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is is, to the knowledge of Credit Parties, required to be obtained or made by or on behalf of any Credit Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan DocumentsCredit Documents to which such Credit Party is a party, except for (i) consents, authorizations, notices and filings and notices described in Schedule 4.4 and filings 6.4, all of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as which have been obtained or made or have the status ------------ described in such Schedule 6.4 and are in full force and effect(ii) filings to perfect the Liens created ------------ by the Collateral Documents. This Credit Agreement has been, and (iii) such consentseach other Credit Document to which any Credit Party is a party will be, approvals, registrations, filings, or other actions the failure to obtain or make which would not be reasonably expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document upon execution to which any Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan The Company and each other Credit Party has the power and authority, and the legal right, to makeexecute, deliver and perform the Loan Credit Documents to which it is a party and, in the case of the BorrowerCompany, to borrow obtain extensions of credit hereunder. Each Loan The Company and each other Credit Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party and, in the case of the BorrowerCompany, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No material consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Credit Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 4.3, which consents, authorizations, filings and filings with respect to Intellectual Property, (ii) such as notices have been obtained or made and are in full force and effect, effect and (iiiii) such consents, approvals, registrations, filings, or other actions the failure filings referred to obtain or make which would not be reasonably expected to have a Material Adverse Effectin Section 4.14. Each Loan Credit Document has been duly executed and delivered on behalf of the Company and each Loan other Credit Party that is a party thereto. This Agreement constitutes, and each other Loan Credit Document upon execution will constitute, a legal, valid and binding obligation of the Company and each Loan other Credit Party that is a party thereto, enforceable against the Company and each such Loan other Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (ia) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code 5.4, (b) consents, authorizations, filings and filings with respect to Intellectual Propertynotices which have been, (ii) such as have been or will be, obtained or made and are in full force and effecteffect on or before the Closing Date, (c) any such consent, authorizations, filings and (iii) such consents, approvals, registrations, filings, or other actions notices the failure to obtain or make absence of which would could not reasonably be reasonably expected to have a Material Adverse Effect, and (d) the filings referred to in Section 5.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).. 5.5

Power; Authorization; Enforceable Obligations. Each Loan Party has the requisite limited liability company or other corporate power and authority, and the legal right, to makeenter into, execute, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings Loans and credit extensions on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Loans and credit extensions hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to Intellectual Property, (ii) such as that have been obtained or made and are in full force and effect, (ii) consents, authorizations, filings and notices contemplated by the Collateral Documents, (iii) such consents, approvalsauthorizations, registrationsfilings and notices which customarily are required in connection with the exercise of remedies in respect of the Collateral, filings(iv) those consents, or other actions authorizations, filings and notices the failure of which to obtain obtain, take, give or make which would could not be reasonably expected to have a Material Adverse EffectEffect and (v) the filings referred to in Section 3.18. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Credit Documents to which it is a party party, and, in the case of the BorrowerBorrowers, to borrow hereunder. Each Loan Party under the Credit Agreement, and has taken all necessary organizational corporate action to authorize the borrowings on the terms and conditions of the Credit Agreement and to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party and, in the case party. As of the BorrowerClosing Date, to authorize the borrowings on the terms and conditions of this Agreement. No no consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with the borrowings hereunder under the Credit Agreement or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan DocumentsCredit Documents to which such Credit Party is a party, except (i) for consents, authorizations, notices and filings and notices described in Schedule 4.4 6.4 (which was provided by Xxxx on and filings as of Uniform Commercial Code filings and filings with respect to Intellectual Propertythe Closing Date), (ii) such as all of which have been obtained or made or have the status described in such Schedule 6.4. This Amendment, the Credit Agreement and are in full force and effect, and (iii) such consents, approvals, registrations, filings, or each other actions the failure Credit Document to obtain or make which would not be reasonably expected to any Credit Party is a party have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan the Credit Parties. Each of this Amendment, the Credit Agreement and the other Credit Document to which any Credit Party is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and to by general equity equitable principles (whether enforcement is sought by proceedings in equity or at law).