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

Power; Authorization; Enforceable Obligations. The 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 to obtain Loans hereunder. The 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 to authorize the 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 Loans hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower has the power and authority, authority and the legal right, to makeexecute, deliver and perform the Loan Documents to which it is a party and to obtain Loans hereunder. The Borrower borrow hereunder and has taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and including, without limitation, receiving the approval of the majority of the independent members of the Board of Trustees or board of directors of the Borrower as to authorize entering into the Loans on the terms and conditions of this Agreementtransactions contemplated hereby. 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 Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices party other than those that have been obtained or made obtained. This Agreement has been, and are in full force and effect. Each each other Loan Document to which the Borrower it is a party has been will be, duly executed and delivered on behalf of by the Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower it is a party, upon execution party when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower has the corporate power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and to obtain Loans extensions of credit hereunder. The 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 to authorize the Loans 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 (a) any extension of credit hereunder when made (except, in each case, for consents, authorizations, filings, notices or other acts required with respect to such extension of credit that have been obtained or made and are in full force and effect at the Loans hereunder time of such extension of credit) or with (b) the execution, delivery, performance, validity or enforceability of this Agreement, the Amendment Agreement or any of the Loan Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effectDocuments. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This Each of this Agreement and the Amendment Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower has the power and authority, and the legal right, to make, deliver and perform the Loan Operative Documents to which it is is, or will become, a party and to obtain borrow the Loans hereunder. The Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Operative Documents to which it is is, or will become, a party and to authorize the borrowings of the 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 Loans any borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Operative Documents to which the Borrower is is, or will become, a party, except (a) consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices as have been obtained or made and are in full force and effecteffect and (b) the filings referred to in the Security Documents. Each Loan Operative Document to which the Borrower is is, or will become, a party has been duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each other Loan Operative Document to which the Borrower is is, or will become, a party, upon execution execution, will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower Each Loan Party has the corporate or organizational 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 each Borrower, to obtain Loans extensions of credit hereunder. The Borrower Each Loan Party has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and and, in the case of each Borrower, to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by by, or in respect of, any Governmental Authority or any other Person is required in connection with the Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower a Loan Party is a party, except consents(i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained duly obtained, taken, given or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been, and each Loan Document to which the Borrower is a party has been will be, duly executed and delivered on behalf of the Borrowereach Loan Party party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower Company has the requisite power and authority, authority and the legal right, right to make, deliver and perform this Agreement and the Loan Documents to which it is a party Notes and to obtain Loans hereunder. The Borrower borrow hereunder and has taken all necessary organizational and proper action to authorize the borrowings on the terms and conditions of this Agreement and the Notes and to authorize the execution, delivery and performance of this Agreement and the Loan Documents to which it is a party and to authorize Notes by the Loans on the terms and conditions of this AgreementCompany. No consent or authorization of, filing with, notice to with or other act by or in respect of, of any Governmental Authority or any other Person is required in connection with the Loans hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyAuthority, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices such as have been obtained or made and are in full force and effect, is required by the Company in connection with the borrowings hereunder or with the execution, delivery or performance of this Agreement or the Notes by the Company or with the validity or enforceability of this Agreement or the Notes against the Company. Each Loan Document to which the Borrower is a party This Agreement has been duly executed and delivered on behalf of the Borrower. This Agreement constitutes, Company and each other Loan Document to which the Borrower is a party, upon execution will constitute, constitutes a legal, valid and binding obligation of the Borrower, Company enforceable against the Borrower Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). On the date of the initial Loans hereunder, each Note, if requested, will have been duly executed and delivered on behalf of the Company and will constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower 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 and, in the case of the Borrower, to obtain Loans extensions of credit hereunder. The Borrower 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 and, in the case of the Borrower, to authorize the Loans 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 Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except (i) consents, authorizations, filings and notices described in Schedule 3.33.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.18 or (iii) such other consents, authorizations, filings and notices the failure to receive or make would not reasonably be expected to have a Material Adverse Effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Loan Party party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower Each Loan Party has the limited liability company or other organizational 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 and, in the case of the Borrower, to obtain Loans borrow hereunder. The Borrower Each Loan Party has taken all necessary organizational limited liability company or other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and and, in the case of the Borrower, to authorize the Loans 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 ofby, any Governmental Authority or any other Person is required on the part of or in respect of any Loan Party in connection with the Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability delivery and performance by the Loan Parties party thereto of this Agreement or any of the other Loan Documents to which the Borrower is a partyDocuments, except (i) such consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices as have been obtained or made and are in full force and effect, (ii) the Borrowing Notices, Reinvestment Notices and any other notices required to be delivered by the Borrower under the Loan Documents, (iii) the filings referred to in Section 4.19 and any other filings necessary to perfect the Liens and security interests under the Security Documents and (iv) those consents, authorizations, filings, notices or actions, the failure of which to obtain or make, would not reasonably be expected to have a Material Adverse Effect. Each existing Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party that is a party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower has the power and authority, authority and the legal right, right to make, execute, deliver and perform its Obligations under the Loan Documents to which it is a party party, and to obtain Loans hereunder. The Borrower borrow hereunder and has taken all necessary organizational action to authorize the borrowing on the terms and conditions of the Loan Documents and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to authorize the Loans on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or of any other Person or any Governmental Authority, is required in connection with the Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each The Loan Document Documents to which the Borrower is a party has been will be duly executed and delivered on behalf of the Borrower. This Agreement constitutesBorrower and such Loan Documents, when executed and delivered, will each other Loan Document to which the Borrower is a party, upon execution will constitute, constitute a legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ creditors rights generally and by subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower (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 and, in the case of the Borrower, to obtain Loans extensions of credit hereunder. The Borrower ; (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 and, in the case of the Borrower, to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No ; (c) 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 Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices that have been obtained or made and are in full force and effect. Each , (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) routine Tax filings; (d) each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This each Loan Party party thereto; (e) this Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The (a) Each Borrower has or will have the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and to obtain Loans and Letters of Credit hereunder. The , and each Borrower has or 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 to authorize the Loans borrowings, and the issuance of Letters of Credit on its behalf, 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 Loans hereunder or Letters of Credit or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents to which the Borrower is a partyDocument, except (i) consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices that have been obtained or made and are in full force and effecteffect and (ii) filings necessary to perfect Liens in favor of the Collateral Agent. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Borrower which is a party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Borrower which is a party thereto, enforceable against the each Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower has the corporate power and authority, and the legal right, corporate authority to make, deliver and perform the Loan Documents to which it is a party and to obtain Loans extensions of credit hereunder. The Borrower 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 to authorize the Loans 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 Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except (i) consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effecteffect and (ii) any consent, authorization or filing that may be required in the future the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been, and each other Loan Document to which the Borrower is a party has been upon execution and delivery will be, duly executed and delivered on behalf of the Borrowerdelivered. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally generally, laws of general application related to the enforceability of securities secured by real estate and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and (y) applicable regulatory requirements.

Power; Authorization; Enforceable Obligations. The Borrower has the corporate power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and to obtain Loans extensions of credit hereunder. The 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 to authorize the Loans 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 (a) any extension of credit hereunder when made (except for consents, authorizations, filings, notices or other acts required with respect to such extension of credit that have been obtained or made and are in full force and effect at the Loans hereunder time of such extension of credit) or with (b) the execution, delivery, performance, validity or enforceability of this Agreement, the Amendment Agreement or any of the Loan Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effectDocuments. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This Each of this Agreement and the Amendment Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. (a) The Borrower has the power and authority, and the legal right, to make, deliver and perform this Agreement, the Revolving Credit Notes and the other Loan Documents to which it is a party and to obtain Loans hereunder. The Borrower borrow hereunder and has taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and the Revolving Credit Notes and to authorize the execution, delivery and performance of this Agreement, the Revolving Credit Notes and the other Loan Documents to which it is a party and to authorize the Loans on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which Revolving Credit Notes or the Borrower is a partyApplications. This Agreement has been, except consentsand each Revolving Credit Note and the Applications will be, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each Revolving Credit Note and each other Loan Document to which the Borrower is a party, upon execution party when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Each of the Borrower and the Guarantors has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the case of the Borrower, to obtain Loans extensions of credit hereunder. The Each of the Borrower and the Guarantors has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and and, in the case of the Borrower, to authorize the Loans 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 Loans Refinancing and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except (i) consents, authorizations, filings and notices described in Schedule 3.33.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effecteffect and (ii) the filings referred to in Section 3.19. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of each of the BorrowerBorrower and the Guarantors party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of each of the BorrowerBorrower and the Guarantors party thereto, enforceable against each of the Borrower and the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower has or has ascertained that it will have the power and authority, and the legal right, to make, deliver and perform the Loan Operative Documents to which it is is, or will become, a party and to obtain borrow the Loans hereunder. The Borrower has taken or has determined to take all necessary organizational action to authorize the execution, delivery and performance of the Loan Operative Documents to which it is is, or will become, a party and to authorize the borrowings of the 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 Loans any borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Operative Documents to which the Borrower is is, or will become, a party, except (a) consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices as have been obtained or made and are in in, or shall be obtained or made and will be in, full force and effecteffect and (b) the filings referred to in the Security Documents. Each Loan Operative Document to which the Borrower is is, or will become, a party has been duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each other Loan Operative Document to which the Borrower is is, or will become, a party, upon execution execution, will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The 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 to obtain Loans hereunder. The 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 to authorize the 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 Loans hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule SCHEDULE 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower 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, on and after the Effective Date, and each Foreign Subsidiary Borrower, on or after the date such Foreign Subsidiary Borrower joined this Agreement, to obtain Loans extensions of credit hereunder. The Borrower 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 and the Foreign Subsidiary Borrowers, to authorize the Loans 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 (A) the Loans extensions of credit hereunder or with (B) the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except consents, authorizations, filings and notices described in Schedule 3.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Loan Party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower Each Loan Party has the corporate or organizational 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 each Borrower, to obtain Loans extensions of credit hereunder. The Borrower Each Loan Party has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and and, in the case of each Borrower, to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by by, or in respect of, any Governmental Authority or any other Person is required in connection with the Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower a Loan Party is a party, except consents(a) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (b) the authorizations, approvals, actions, notices and filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained duly obtained, taken, given or made and are in full force and effect, (c) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Security Documents and (d) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been, and each Loan Document to which the Borrower is a party has been will be, duly executed and delivered on behalf of the Borrowereach Loan Party party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower 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 to obtain Loans hereunder. The Borrower 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 party. The Borrower has the corporate power and authority, and the legal right to borrow hereunder and has taken all necessary corporate action to authorize the Loans such borrowings on the terms and conditions of this AgreementAgreement and any Notes. No consent or authorization of, filing with, notice to or other act by or in respect of, of any Governmental Authority or any other Person is required in connection with the Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents against the Borrower, to which the Borrower it is a party. This Agreement has been, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each each other Loan Document to which the Borrower is a party has been will be when delivered, duly executed and delivered on behalf of by the Borrower. This Agreement constitutes, and each other Loan Document (to which the Borrower is a party, upon execution ) when delivered will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower 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 U.S. Borrower and any Subsidiary Borrower, to obtain Loans extensions of credit hereunder. The Borrower 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 U.S. Borrower, the UK Borrower and any Designated Foreign Subsidiary Borrower, to authorize the Loans 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 Loans 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 to which the Borrower is a partyDocuments, except (i) consents, authorizations, filings and notices described in Schedule 3.3notices, which consents, authorizations, filings and notices 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) the filings referred to in Section 5.19. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Loan Party party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Each Borrower 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 each Borrower has the power and authority to obtain Loans hereunder. The borrow and request the issuance of Letters of Credit hereunder and each Borrower has taken all necessary organizational corporate action to authorize the borrowings and the issuance of Letters of Credit on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to authorize the Loans on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by any Borrower in connection with the Loans borrowings and issuances hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments. This Agreement has been, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each each other Loan Document to which the Borrower it is a party has been will be, duly executed and delivered on behalf of the each Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower it is a party, upon execution party when executed and delivered will constitute, a legal, valid and binding joint and several obligation of the Borrower, each Borrower enforceable against the each Borrower in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. The 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 to obtain Loans hereunder. The 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 to authorize the 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 Loans hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Each 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 to obtain Loans extensions of credit hereunder. The Each 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 to authorize the Loans 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 Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except consents, authorizations, filings and notices described in Schedule 3.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Borrower party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Borrower party thereto, enforceable against the each such Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower has the --------------------------------------------- power and (corporate or otherwise), authority, and the legal right, to make, deliver and perform this Agreement, the Notes and the other Loan Documents to which it is a party and to obtain Loans hereunder. The Borrower borrow hereunder and has taken all necessary organizational corporate action to authorize the borrowings on the terms and conditions of this Agreement and the Notes and to authorize the execution, delivery and performance of this Agreement, the Notes and the other Loan Documents to which it is a party and to authorize the Loans on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (including stockholders and creditors of the Borrower) is required in connection with the Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, the Notes or the other Loan Documents. This Agreement or any of the Loan Documents to which the Borrower is a partyhas been, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings each Note and notices have been obtained or made and are in full force and effect. Each other Loan Document to which the Borrower is a party has been will be, duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each Note and other Loan Document to which the Borrower is a party, upon execution when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Subject to the entry of the Order, the 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 to obtain Loans extensions of credit hereunder. The 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 to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No Other than Bankruptcy Court approval and any approvals required pursuant to any Regulatory Directive (which have been obtained prior to the making of the Loan), 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 Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except consents, authorizations, the filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effectto perfect Liens granted under the Security Documents. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution and upon entry of the Order, will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower has the corporate power and authority, and the legal right, corporate authority to make, deliver and perform the Loan Documents to which it is a party and to obtain Loans extensions of credit hereunder. The Borrower 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 to authorize the Loans 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 Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except (i) consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effecteffect and (ii) any consent, authorization or filing that may be required in the future the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been, and each other Loan Document to which the Borrower is a party has been upon execution and delivery will be, duly executed and delivered on behalf of by the Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally generally, laws of general application related to the enforceability of securities secured by real estate and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and (y) applicable regulatory requirements.

Power; Authorization; Enforceable Obligations. The Borrower Each Loan Party has the corporate (or similar) power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the case of the Borrower, to obtain Loans borrow hereunder. The Borrower Each Loan Party has taken all necessary organizational corporate (or similar) action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and and, in the case of the Borrower, to authorize the Loans 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 to be obtained or made by any Loan Party in connection with the Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except (i) consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been or will be obtained or made and are in full force and effecteffect on the Closing Date, (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. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Loan Party party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower has the corporate power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and to obtain Loans extensions of credit hereunder. The 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 to authorize the Loans 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 (a) any extension of credit hereunder when made (except, in each case, for consents, authorizations, filings, notices or other acts required with respect to such extension of credit that have been obtained or made and are in full force and effect at the Loans hereunder time of such extension of credit) or with (b) the execution, delivery, performance, validity or enforceability of this Agreement, the Amendment Agreement or any of the Loan Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effectDocuments. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This Each of this Agreement and the Amendment NEWYORK 9257105 36 Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower Company 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 to obtain Loans hereunderthe transactions contemplated thereby, including the issuance of the Purchase Shares. The Borrower Company 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 to authorize the Loans on the terms and conditions of this Agreementparty. 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 Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyTransaction Documents, except Governmental Approvals, consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, the filing of a Form D with the SEC and the state where the Buyer is located, and a Form 8-K with the SEC following the Closing Date. Each Loan Transaction Document to which the Borrower is a party has been duly executed and delivered on behalf of the BorrowerCompany. This Agreement constitutes, and each other Loan Transaction Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the BorrowerCompany, enforceable against the Borrower it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower Each Group Member 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 the Acquisition Documentation to which it is a party and, in the case of the Borrower, to obtain Loans extensions of credit hereunder. The Borrower Each 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 the Acquisition Documentation to which it is a party and, in the case of the Borrower, to authorize the Loans 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 Loans Acquisition (or the other transactions contemplated thereby) and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which or of the Borrower is a partyAcquisition Documentation, except (i) consents, authorizations, filings and notices described in Schedule 3.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effecteffect and (ii) the filings referred to in Section 4.19. Each Loan Document to which and the Borrower is a party Acquisition Documentation has been duly executed and delivered on behalf of the Borrowereach Group Member party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower Each of the Borrowers and each Subsidiary has the corporate, limited liability company or partnership power and authority, authority and the legal right, right to make, deliver and perform the Loan Credit Documents to which it is a party and to obtain Loans hereunder. The Borrower has taken all necessary organizational company, corporate or partnership action to authorize the execution, delivery and performance by it of the Loan Credit Documents to which it is a party and to authorize the Loans on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans borrowings hereunder or with the execution, delivery, performance, delivery or performance of any Credit Document by the Borrowers or any Subsidiary (other than those which have been obtained) or with the validity or enforceability of this Agreement any Credit Document against the Borrowers or any Subsidiary (except such filings as are necessary in connection with the perfection of the Loan Documents Liens created by such Credit Documents) except to which the Borrower is extent that the failure to obtain any such consent or authorization or to affect any filing or notice would not in the aggregate, reasonably be expected to have a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effectMaterial Adverse Effect. Each Loan Credit Document to which the Borrower Borrowers or any Subsidiary is a party has been duly executed and delivered on behalf of the BorrowerBorrowers or such Subsidiary. This Agreement constitutes, and each other Loan Each Credit Document to which the Borrower it is a party, upon execution will constitute, party constitutes a legal, valid and binding obligation of the Borrower, Borrowers or such Subsidiary enforceable against the Borrower Borrowers or such Subsidiary in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower Each of the Borrowers has the power and corporate power, authority, and the legal right, to make, deliver and perform this Agreement, the Notes and the other Loan Documents to which it is a party and to obtain Loans hereunder. The Borrower borrow hereunder and has taken all necessary organizational corporate action to authorize the borrowings on the terms and conditions of this Agreement and the Notes and to authorize the execution, delivery and performance of this Agreement, the Notes and the other Loan Documents to which it is a party and to authorize the Loans on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (including stockholders and creditors of the Borrowers) is required in connection with the Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, the Notes or the other Loan Documents. This Agreement or any of the Loan Documents to which the Borrower is a partyhas been, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings each Note and notices have been obtained or made and are in full force and effect. Each other Loan Document to which the Borrower is a party has been will be, duly executed and delivered on behalf of the BorrowerBorrowers. This Agreement constitutes, and each Note and other Loan Document to which the Borrower is a party, upon execution when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower, Borrowers enforceable against the Borrower Borrowers in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower Each Loan Party has the corporate or organizational 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 obtain Loans extensions of credit hereunder. The Borrower Each Loan Party has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and and, in the case of the Borrower, to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by by, or in respect of, any Governmental Authority or any other Person is required in connection with the Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower a Loan Party is a party, except consents(a) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (b) the authorizations, approvals, actions, notices and filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained duly obtained, taken, given or made and are in full force and effect, (c) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (d) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been, and each Loan Document to which the Borrower is a party has been will be, duly executed and delivered on behalf of the Borrowereach Loan Party party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Upon entry of the Interim Order and the Final Order, as applicable, the Borrower 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 to obtain Loans hereunder. The Borrower borrow hereunder and has taken all necessary organizational corporate action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party party. After entry of the Interim Order and to authorize the Loans on the terms and conditions of this Agreement. No Final Order, as applicable, 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 Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a party. This Agreement has been, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each each other Loan Document to which the Borrower it is a party has been will be, duly executed and delivered on behalf of the Borrower. This Upon entry of the Interim Order and the Final Order, as applicable, this Agreement constitutes, and each other Loan Document to which the Borrower it is a party, upon execution party when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. The Borrower has the power and authority, and the legal right, to makeexecute, deliver and perform the Loan Program Documents to which it is a party and to obtain Loans hereunder. The Borrower borrow hereunder and has taken all necessary organizational action required by applicable Requirements of Law and the Owner Trust Agreement to authorize the Borrowings on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Program Documents to which it is a party and to authorize the Loans on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person (including, without limitation, equity holders or creditors of the Borrower) is required in connection with the Loans Borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Program Documents to which the Borrower is a partyparty (other than the filing of UCC-1 Financing Statements pursuant to the Collateral Trust Agreement). This Agreement has been, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan each other Program Document to which the Borrower it is a party has been will be, duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower is a partyProgram Document, upon execution when executed and delivered, will constitute, a legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower has the power and authority, and the legal right, to make, deliver and perform the Loan Transaction Documents to which it is is, or will become, a party and to obtain borrow the Loans hereunder. The Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Transaction Documents to which it is is, or will become, a party and to authorize the borrowings of the 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 Loans transactions contemplated under the Transaction Documents and the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Transaction Documents to which the Borrower is is, or will become, a party, except (i) consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices as have been obtained or made and are in full force and effecteffect and (ii) the filings referred to in the Security Documents. Each Loan Transaction Document to which the Borrower is is, or will become, a party has been duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each other Loan Transaction Document to which the Borrower is is, or will become, a party, upon execution execution, will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower Each Group Member and EPE Holding Corporation 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 the Acquisition Documentation to which it is a party and, in the case of the Borrower, to obtain Loans extensions of credit hereunder. The Borrower Each Group Member and EPE Holding Corporation 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 the Acquisition Documentation to which it is a party and, in the case of the Borrower, to authorize the Loans 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 Loans Acquisition (or the other transactions contemplated thereby) and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which or of the Borrower is a partyAcquisition Documentation, except (i) consents, authorizations, filings and notices described in Schedule 3.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effecteffect and (ii) the filings referred to in Section 4.19. Each Loan Document to which and the Borrower is a party Acquisition Documentation has been duly executed and delivered on behalf of the Borrowereach Group Member party thereto, and EPE Holding Corporation, if applicable. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party thereto, and EPE Holding Corporation, if applicable, enforceable against the Borrower each such Loan Party, and EPE Holding Corporation, if applicable, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower 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 and, in the case of the Borrower, to obtain Loans extensions of credit hereunder. The Borrower 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 and, in the case of the Borrower, to authorize the Loans 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 Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except consents, authorizations, filings and notices described in Schedule 3.33.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect (or, solely with respect to any such prior written approval from any Specified GSE in connection with an extension of credit made hereunder at any time that a GSE Restriction is in effect, shall have been obtained and shall be in full force and effect as of the date of such extension of credit). Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Loan Party party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, examinership, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The 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 to obtain Loans hereunder. The 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 to authorize the Loans on the terms and conditions of this Agreement. 57 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 Loans hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower 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 to obtain Loans hereunder. The Borrower borrow hereunder and has taken all necessary organizational corporate action to authorize the borrowings on the terms and conditions of this Agreement and any Term Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to authorize the Loans on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower or the Equity Investors is a partyparty other than consents required under the Equity Investor's Agreement and the Pinnacle Certificate of Incorporation and filings necessary to perfect the Liens granted pursuant to the Security Documents. This Agreement has been, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each each other Loan Document to which the Borrower it is a party has been will be, duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower it is a party, upon execution party when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. The Borrower 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, on and after the Effective Date, and each Foreign Subsidiary Borrower, on or after the Foreign Subsidiary Borrower Closing Date applicable to each such Foreign Subsidiary Borrower, to obtain Loans extensions of credit hereunder. The Borrower 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 and the Foreign Subsidiary Borrowers, to authorize the Loans 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 (A) the Loans extensions of credit hereunder or with (B) the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except consents, authorizations, filings and notices described in Schedule 3.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Loan Party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower 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, on and after the Effective Date, and each Foreign Subsidiary Borrower, on or after the Foreign Subsidiary Borrower Closing Date applicable to each such Foreign Subsidiary Borrower, to obtain Loans extensions of credit hereunder. The Borrower 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 and the Foreign Subsidiary Borrowers, to authorize the Loans 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 (A) the Loans extensions of credit hereunder or with (B) the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except consents, authorizations, filings and notices described in Schedule 3.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Loan Party party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower 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 and, in the case of the Borrower, to obtain Loans borrow hereunder. The Borrower 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 and, in the case of the Borrower, to authorize the Loans 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 Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except (i) consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been or will be obtained or made and are in full force and effecteffect on the First Amendment Effective Date, (ii) the filings referred to in Section 4.19, (iii) filings with the SEC on Form 8-K that may be required to be made following the execution and delivery hereof in connection herewith and (iv) immaterial consents, authorizations, filings and notices. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Loan Party party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower Transferor has --------------------------------------------- the corporate power and authority, and the legal right, to makeexecute, deliver and perform the Loan Basic Documents to which it is a party and to obtain Loans hereunder. The Borrower make the Transfers hereunder and has taken all necessary organizational action required by applicable Requirements of Law to authorize the transfer of the Pooled Receivables on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan other Basic Documents to which it is a party and to authorize the Loans on the terms and conditions of this Agreementparty. No Except as expressly contemplated herein, 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, without limitation, equity holders or creditors of the Transferor) is required in connection with the Loans Transfers hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement by or any against the Transferor of the Loan Basic Documents to which the Borrower it is a party. This Agreement has been, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan each other Basic Document to which the Borrower it is a party has been will be, duly executed and delivered on behalf of the BorrowerTransferor. This Agreement constitutes, and each other Loan Basic Document to which the Borrower it is a party, upon execution when executed and delivered, will constitute, a legal, valid and binding obligation of the Borrower, Transferor enforceable against the Borrower Transferor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Each Borrower has the power and authoritycorporate or organizational power, as applicable, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and to obtain Loans hereunder. The Borrower borrow hereunder and has taken all necessary corporate or organizational action action, as applicable, to authorize the borrowings on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to authorize the Loans on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the a Borrower is a party, except consents, for (a) the authorizations, approvals, actions, notices and filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained duly obtained, taken, given or made and are in full force and effecteffect and (b) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been, and each other Loan Document to which the Borrower is a party has been will be, duly executed and delivered on behalf of the Borrowereach Borrower that is a party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution when executed and delivered will constitute, a legal, valid and binding obligation of the Borrowereach Borrower that is a party thereto, enforceable against the Borrower it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Each of the Borrower and its Subsidiaries has the corporate power and authority, and the legal right, to makeexecute, deliver and perform the Loan Documents to which it is a party and to obtain Loans hereunder. The Borrower borrow hereunder and has taken all necessary organizational corporate action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to authorize the Loans on the terms and conditions of this Agreementparty. No Except as set forth in Schedule 7.4, no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans Refinancing, the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower or any of its Subsidiaries is a party. This Agreement has been, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each each other Loan Document to which the Borrower it is a party has been will be, duly executed and delivered on behalf of the BorrowerBorrower and its Subsidiaries. This Agreement constitutes, and each other Loan Document to which the Borrower it is a party, upon execution party when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower, Borrower and its Subsidiaries enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. (a) The Borrower has the power and authority, and the legal right, to make, deliver and perform this Agreement, the Revolving Credit Notes and the other Loan Documents to which it is a party and to obtain Loans hereunder. The Borrower borrow hereunder and has taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and the Revolving Credit Notes and to authorize the execution, delivery and performance of this Agreement, the Revolving Credit Notes and the other Loan Documents to which it is a party and to authorize the Loans on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which Revolving Credit Notes or the Borrower is a partyApplications. This Agreement has been, except consentsand each Revolving Credit Note and the Applications will be, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each Revolving Credit Note and each other Loan Document to which the Borrower is a party, upon execution party when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, 45 39 reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The (a) Each Borrower has or will have the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and to obtain Loans hereunder. The , and each Borrower has or 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 to authorize the Loans 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 Loans hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except consents, authorizations, filings and notices described in Schedule 3.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Borrower which is a party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Borrower which is a party thereto, enforceable against the each Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower has the corporate power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and to obtain Loans extensions of credit hereunder. The 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 to authorize the Loans 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 (a) any extension of credit hereunder when made (except, in each case, for consents, authorizations, filings, notices or other acts required with respect to such extension of credit that have been obtained or made and are in full force and effect at the Loans hereunder time of such extension of credit) or with (b) the execution, delivery, performance, validity or enforceability of this Agreement, the Amendment Agreement or any of the Loan Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effectDocuments. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This Each of this Agreement and the Amendment Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).. AMERICAS 91292616

Power; Authorization; Enforceable Obligations. The Borrower has the power and authority, authority and the legal right, to makeexecute, deliver and perform the Loan Documents to which it is a party and to obtain Loans hereunder. The Borrower borrow hereunder and thereunder on its own behalf, and has taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and the Note and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and including, but not limited to, receiving the approval of the majority of non-interested members of the board of directors of the Borrower as to authorize entering into the Loans on the terms and conditions of this Agreementtransactions contemplated hereby. 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 Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This Agreement constituteshas been, and each other Loan Document to which the Borrower is a partyparty will be, upon execution duly executed and delivered by the Borrower. This Agreement, the Note and each other Loan Document to which the Borrower is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower, and enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower Purchaser has the power all requisite entity power, authority and authority, and the legal right, right to makeexecute, deliver and perform this Agreement and the Loan Ancillary Documents to which it is or will be a party and to obtain Loans hereunderparty. The Borrower has taken all necessary organizational action to authorize the Purchaser’s execution, delivery and performance of this Agreement and the Loan Ancillary Documents to which it is or will be a party and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by its manager and member, and no further entity action on the part of Purchaser is necessary to authorize the Loans on the terms execution 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 Loans hereunder or with the execution, delivery, performance, validity or enforceability delivery of this Agreement or any of and the Loan Ancillary Documents to which the Borrower it is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is will be a party or the performance of the transactions contemplated hereby and thereby. This Agreement has been been, and the Ancillary Documents required to be delivered by Purchaser will be, duly executed and delivered on behalf of the BorrowerPurchaser by duly authorized officers of such party. This Agreement constitutes, and each other Loan Document the Ancillary Documents to which the Borrower Purchaser is or will be a party, upon execution when executed and delivered, will constitute, a the legal, valid and binding obligation obligations of Purchaser, assuming that each such document constitutes the valid and binding agreement of the Borrowerother parties thereto, enforceable against the Borrower Purchaser in accordance with its terms, except as such enforceability may be limited by applicable the except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought by proceedings in equity a proceeding at law or at lawin equity).

Power; Authorization; Enforceable Obligations. The Borrower has the corporate power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and to obtain Loans extensions of credit hereunder. The 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 to authorize the Loans 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 (a) any extension of credit hereunder when made (except, in each case, for consents, authorizations, filings, notices or other acts required with respect to such extension of credit that have been obtained or made and are in full force and effect at the Loans hereunder time of such extension of credit) or with (b) the execution, delivery, performance, validity or enforceability of this Agreement, the Amendment Agreement or any of the Loan Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effectDocuments. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This Each of this Agreement and the Amendment Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).. NEWYORK 9337878

Power; Authorization; Enforceable Obligations. The Borrower Each Group Member (other than any Immaterial Subsidiary) has the organizational 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 and, in the case of the Borrower, to obtain Loans hereunderextensions of credit under this Agreement and issue and sell the Senior Secured Notes. The Borrower Each Group Member (other than any Immaterial Subsidiary) has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents and Related Agreements to which it is a party and and, in the case of the Borrower, to authorize the Loans on extensions of credit under this Agreement and issue and sell the terms and conditions of this AgreementSenior Secured Notes. 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 Loans hereunder extensions of credit hereunder, the issuance and sale of the Senior Secured Notes or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a party, or Related Agreements except (i) consents, authorizations, filings and notices described in Schedule 3.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effecteffect and (ii) the filings referred to in Section 4.19. Each Loan Document to which the Borrower is a party and Related Agreement has been duly executed and delivered on behalf of the Borrowereach Group Member party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a and each Related Agreement constitutes, the legal, valid and binding obligation of the Borrowereach Group Member party thereto, enforceable against the Borrower such Group Member in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower Each Group Member 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 the Acquisition Documentation to which it is a party and, in the case of the Borrower, to obtain Loans extensions of credit hereunder. The Borrower Each 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 the Acquisition Documentation to which it is a party and, in the case of the Borrower, to authorize the Loans 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 Loans Acquisition (or the other transactions contemplated thereby) and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which or of the Borrower is a partyAcquisition Documentation, except (i) consents, authorizations, filings and notices described in Schedule 3.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effecteffect and (ii) the filings referred to in Section 4.19. Each Loan Document to which and the Borrower is a party Acquisition Documentation has been duly executed and delivered on behalf of the Borrowereach Group Member party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The 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 to obtain Loans extensions of credit hereunder. The 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 to authorize the Loans 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 Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, party upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower has the power and authority, authority and the legal right, right to make, deliver and perform the each Loan Documents Document to which it is a party party, and to obtain Loans hereunder. The Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of the each Loan Documents Document to which it is a party party. The Borrower has the power and authority and the legal right to borrow hereunder and has taken all necessary action to authorize the Loans Extensions of Credit on the terms and conditions of this Agreement. No Except (a) for such consents, authorizations, filings or other acts which have been duly made or obtained and are in full force and effect, (b) where the failure to obtain such consent, authorization, filing or other acts would not materially impair or delay the ability of the Borrower to consummate the transactions contemplated by the Loan Documents or to perform its obligations thereunder and (c) as may be required as a result of any facts or circumstances relating to the Lenders, no consent or authorization of, filing with, notice to or other act by or in respect of, of any Governmental Authority or any other Person is required in connection with the Loans Extensions of Credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effectDocuments. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or potential transfers or similar laws Laws relating to or affecting the enforcement of creditors’ rights generally and by subject to, as to enforceability, to the effect of general equitable principles (of equity, regardless of whether enforcement such enforceability is sought by proceedings considered in a proceeding in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower Each Loan Party has the corporate (or similar) power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the case of the Borrower, to obtain Loans borrow hereunder. The Borrower Each Loan Party has taken all necessary organizational corporate (or similar) action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and and, in the case of the Borrower, to authorize the Loans 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 to be obtained or made by any Loan Party in connection with the Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except (i) consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been or will be obtained or made and are in full force and effecteffect on the Closing Date, (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. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Loan Party party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).. 4.5

Power; Authorization; Enforceable Obligations. The Borrower has the power and authority, and the legal right, to make, deliver and perform the Loan Facility Documents to which it is a party and to obtain Loans hereunder. The Borrower borrow hereunder and has taken all necessary organizational action to authorize (i) the borrowings on the terms and conditions of this Agreement and the Notes and (ii) the execution, delivery and performance of the Loan Facility Documents to which it is a party and to authorize the Loans on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person that has not been made or obtained is required in connection with the Loans borrowings hereunder or with the execution, deliverydelivery or performance by the Borrower, performance, or the validity or enforceability against the Borrower, of this Agreement or any the other Facility Documents. This Agreement and each of the Loan other Facility Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party has been been, and the Note will be, duly executed and delivered on behalf of by the Borrower. This Agreement constitutes, and each of the other Loan Document Facility Documents to which the Borrower is a partyparty constitutes, upon execution and the Note when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).