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

Power; Authorization; Enforceable Obligations. Each of the Loan Parties has the corporate or other necessary 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 Borrowers, to obtain extensions of credit hereunder, and has taken all necessary corporate or other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Loan Party is a party, except for consents, authorizations, notices and filings described in Schedule 5.04, all of which have been obtained or made or have the status described in such Schedule 5.04. This Agreement has been, and each other Loan Document to which any Loan Party is a party will be, duly executed and delivered on behalf of the Loan Parties. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Loan Party enforceable against such 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. Each of the Loan Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Credit Documents to which it is a party, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and has taken all necessary corporate or other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the borrowings or other extensions of credit hereunder or hereunder, with the execution, delivery, performance, validity or enforceability of the Loan Credit Documents to which such Loan Credit Party is a party, except for (i) consents, authorizations, notices and filings described in Schedule 5.046.4, all of which have been obtained or made or have the status described in such Schedule 5.046.4 and (ii) filings to perfect the Liens created by the Collateral Documents. This Credit Agreement has been, and each other Loan Credit Document to which any Loan Credit Party is a party will be, duly executed and delivered on behalf of the Loan Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document to which any Loan Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Loan Credit Party enforceable against such 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. Each of the Loan Parties Borrower and each Guarantor has the corporate corporate, partnership or other necessary limited liability company (as applicable) power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party, party and (in the case of the Borrowers, Borrower) to obtain extensions of credit borrow hereunder, and has taken all necessary corporate or other action necessary action to be taken by it to authorize (a) (in the case of Borrower) the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the Notes, and (b) the execution, delivery and performance of the Loan Documents to which it is a party. No consent consent, waiver or authorization of, or filing with, notice to or other similar act by or in respect of, with any Person (including without limitation any Governmental Authority or any other Person Authority) is required to be made or obtained or made by or on behalf of any Loan Party Borrower in connection with the borrowings or other extensions of credit hereunder or by Borrower or any Guarantor in connection with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Loan Party it is a party, except for consents, authorizations, notices and filings described in Schedule 5.04, all of which have been obtained or made or have the status described in such Schedule 5.04. This Agreement has been, and each other Loan Document to which any Loan Party is a party Note and Guaranty Agreement will be, duly executed and delivered on behalf of Borrower or each Guarantor (as the Loan Parties. This case may be), and this Agreement constitutes, and each other Loan Document to which any Loan Party is a party Note and Guaranty Agreement when executed and delivered hereunder will constitute, a legal, valid and binding obligation of such Loan Party Borrower or the Guarantors (as the case may be), enforceable against such party Borrower or the Guarantors (as the case may be), in accordance with its terms, except as enforceability may be limited by applicable subject to the effect, if any, of bankruptcy, insolvency, reorganization, moratorium arrangement or other similar laws relating to or affecting the enforcement rights of creditors’ rights creditors generally and the limitations, if any, imposed by the general equitable principles (whether enforcement is sought by proceedings in of equity or at law)and public policy.

Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the Borrowers, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other 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 such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.045.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 5.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No material Governmental Approval or consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) Governmental Approvals, consents, authorizations, filings and notices described on Schedule 4.4 to the Disclosure Letter, which Governmental Approvals, consents, authorizations, filings and filings described in Schedule 5.04, all of which notices have been obtained or made or have the status described and are in such Schedule 5.04. This Agreement has beenfull force and effect, and each other (ii) the filings referred to in Section 4.19. Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) Governmental Approvals, consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which Governmental Approvals, consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect, (ii) the status filings referred to in Section 4.19 and (iii) Governmental Approvals described in such Schedule 5.044.4. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.043.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 3.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) Governmental Approvals, consents, authorizations, filings and notices described on Schedule 4.4 to the Disclosure Letter, which Governmental Approvals, consents, authorizations, filings and filings described in Schedule 5.04, all of which notices have been obtained or made or have the status described and are in such Schedule 5.04. This Agreement has beenfull force and effect, and each other (ii) the filings referred to in Section 4.19. Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit borrow the Loans hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the borrowing of the Loans on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect, (ii) the status described filings referred to in such Schedule 5.04Section 4.19 and (iii) immaterial consents, authorizations, filings and notices. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary 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 partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and under this Agreement. Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents and Related Agreements to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit under this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other Acquisition, the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Loan Party is a party, or Related Agreements except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.045.4, all of which consents, authorizations, filings and notices have been obtained or made or have the status and are in full force and effect except as specifically described in such Schedule 5.045.4 and (ii) the filings referred to in Section 5.19. This Each Loan Document and Related Agreement has been, and each other Loan Document to which any Loan Party is a party will be, been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a and each Related Agreement constitutes, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party enforceable against such 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. Each of the Loan Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Credit Documents to which it is a party, and in the case of the Borrowers, to obtain extensions of credit borrow hereunder, and each of the Borrowers has taken all necessary corporate or other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement Credit Agreement, and to authorize the execution, delivery and performance of the Loan Credit Documents to which it each is a party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Credit Documents to which such Loan Party Person is a party, except for consents, authorizations, notices and filings described in Schedule 5.046.4, all of which have been obtained or made or have the status described in such Schedule 5.046.4. This Credit Agreement has been, and each other Loan Credit Document to which any Loan Party it is a party will be, duly executed and delivered on behalf of the Loan Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document to which any Loan Party it is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Loan Party Credit Party, enforceable against each such party Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No material Governmental Approval or consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) Governmental Approvals, consents, authorizations, filings and notices described on Schedule 4.4, which Governmental Approvals, consents, authorizations, filings and filings described in Schedule 5.04, all of which notices have been obtained or made or have the status described and are in such Schedule 5.04. This Agreement has beenfull force and effect, and each other (ii) the filings referred to in Section 4.19. Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed upon execution and delivered delivery will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Credit Documents and Subordinated Note Documents to which it is a party, and in the case of the BorrowersBorrower, to obtain extensions of credit borrow hereunder, and has taken all necessary corporate or other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Credit Documents and Subordinated Note Documents to which it is a party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Indebtedness arising under the Subordinated Note Documents, the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Credit Documents and Subordinated Note Documents to which such Loan Credit Party is a party, except for (i) filings to perfect the Liens created by the Collateral Documents and (ii) consents, authorizations, notices and filings described in Schedule 5.046.4, all of which have been obtained or made or have the status described in such Schedule 5.046.4. This Credit Agreement has been, and each other Loan Credit Document and Subordinated Note Document to which any Loan Credit Party is a party will be, duly executed and delivered on behalf of the Loan Credit Parties. This Credit Agreement constitutes, constitutes and each other Loan Credit Document and each Subordinated Note Document to which any Loan Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Loan Credit Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) the filings referred to in Section 4.19, and (ii) any approvals, consents, authorizationsexemptions, authorizations or other actions, notices and filings described in Schedule 5.04or filings, all the failure of which to obtain or make could not reasonably be expected to have been obtained or made or have the status described in such Schedule 5.04a Material Adverse Effect. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered constitutes or, upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto enforceable against each such Loan Party enforceable against such 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 and principles of good faith and fair dealing (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. (a) Each of the Loan Parties Party has the requisite corporate or other necessary organizational power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party, and in the case of the Borrowers, to obtain extensions of credit hereunder, and . (b) Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a party. (c) No material consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder, the granting of Liens pursuant to the Security Documents or other extensions of credit hereunder or with the execution, delivery, performance, validity delivery or enforceability performance of this Agreement or any of the other Loan Documents to which such Loan Party is a partyDocuments, except for (i) those consents, authorizations, filings and notices and filings described in Schedule 5.04, all of which that have been obtained or made and are in full force and effect and (ii) the filings or have the status described other actions referred to in such Schedule 5.04Section 3.19. This Agreement has been, and each other (d) Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the Loan Parties. This Agreement constitutes, and each other Loan Document to which any Loan Party that is a party when executed thereto and delivered will constitute, constitutes a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, authority to make, deliver and perform its obligations under the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any a Loan Party in connection with transactions contemplated by this Agreement or the borrowings or other extensions of credit hereunder Loan Documents, or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents to which such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.20. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty that is a party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed upon execution and delivered delivery will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) Governmental Approvals, consents, authorizations, filings and notices described on Schedule 4.4, which Governmental Approvals, consents, authorizations, filings and filings described in Schedule 5.04, all of which notices have been obtained or made or have the status described and are in such Schedule 5.04. This Agreement has beenfull force and effect, and each other (ii) the filings referred to in Section 4.19. Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Credit Documents to which it is a party, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and has taken all necessary corporate or other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Credit Documents to which such Loan Credit Party is a party, except for consents, authorizations, notices and filings described in Schedule 5.046.4, all of which have been obtained or made or have the status described in such Schedule 5.046.4. This Credit Agreement has been, and each other Loan Credit Document to which any Loan Credit Party is a party will be, duly executed and delivered on behalf of the Loan Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document to which any Loan Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Loan Credit Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) Governmental Approvals, consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which Governmental Approvals, consents, authorizations, filings and notices have been obtained or made or have the status described and are in such Schedule 5.04. This Agreement has beenfull force and effect, and each other (ii) the filings referred to in Section 4.19. Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and under this Agreement. Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit under this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other Restatement Effective Date Transactions, the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Loan Party is a party, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.045.4, all of which consents, authorizations, filings and notices have been obtained or made or have the status and are in full force and effect except as specifically described in such Schedule 5.045.4 and (ii) the filings referred to in Section 5.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a constitute the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) Governmental Approvals, consents, authorizations, filings and notices described on Schedule 4.4, which Governmental Approvals, consents, authorizations, filings and filings described in Schedule 5.04, all of which notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and under this Agreement. Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the borrowings under this Agreement as of the Closing Date. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions, the borrowings under this Agreement as of the Closing Date or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Loan Party is a party, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.045.4, all of which consents, authorizations, filings and notices have been obtained or made or have the status and are in full force and effect except as specifically described in such Schedule 5.045.4 and (ii) the filings referred to in Section 5.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a constitute the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the Borrowers, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement. No material consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.04, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 5.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) Governmental Approvals, consents, authorizations, filings and notices described on Schedule 4.4, which Governmental Approvals, consents, authorizations, filings and filings described in Schedule 5.04, all of which notices have been obtained or made or have the status described and are in such Schedule 5.04. This Agreement has beenfull force and effect, and each other (ii) the filings referred to in Section 4.19. Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the Co-Borrowers, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Co-Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other transactions contemplated hereby 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 such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the power (corporate or other necessary power otherwise) and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit borrow hereunder, and . Each Loan Party has taken all necessary action (corporate or other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and otherwise) to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No material Governmental Approval or consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) Governmental Approvals, consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which Governmental Approvals, consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other 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 such Loan Party is a partyDocuments, except for (i) Governmental Approvals, consents, authorizations, filings and notices described on Schedule 4.4, which Governmental Approvals, consents, authorizations, filings and filings described in Schedule 5.04, all of which notices have been obtained or made or have the status described and are in such Schedule 5.04. This Agreement has beenfull force and effect, and each other (ii) the filings referred to in Section 4.19. Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Borrower and its Material Subsidiaries has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.17. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Credit Documents to which it is a party, and and, in the case of the Borrowers, to obtain extensions of credit hereunder, and . Each of the Credit Parties has taken all necessary corporate or other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Credit Documents to which such Loan Credit Party is a party, except for consents, authorizations, notices and filings described in Schedule 5.046.2, all of which have been obtained or made or have the status described in such Schedule 5.046.2. This Credit Agreement has been, and each other Loan Credit Document to which any Loan Credit Party is a party will be, duly executed and delivered on behalf of the Loan Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document to which any Loan Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Loan Credit Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and under this Agreement. Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the borrowings under this Agreement as of the Closing Date. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions, the borrowings under this Agreement as of the Closing Date or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Loan Party is a party, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.045.4, all of which consents, authorizations, filings and notices have been obtained or made or have the status and are in full force and effect except as specifically described in such Schedule 5.045.4 and (ii) the filings referred to in Section 5.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a constitute the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party enforceable against such 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).. 126

Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No material consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other issuance of Senior Subordinated Notes 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 such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the Borrowerseither Borrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of either Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other Transaction and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the First Lien Loan Documents to which such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.045.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 5.19. This Agreement has been, and each other Each First Lien Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other First Lien Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) Governmental Approvals, consents, authorizations, filings and notices described on Schedule 4.4, which Governmental Approvals, consents, authorizations, filings and filings described in Schedule 5.04, all of which notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed upon execution and delivered delivery will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary requisite power and authority, and the legal right, authority to makeenter into, deliver and perform the Loan Documents to which it is a party, and to carry out the transactions contemplated thereby and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, of any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other transactions contemplated hereby 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 such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty that is a party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party enforceable against such party in accordance with its respective 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the Borrowers, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement. No material approval, consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other Transaction and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (a) consents, authorizations, filings and notices and filings described in Schedule 5.043.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (b) the status described filings referred to in such Schedule 5.04Section 3.18. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. (a) Each of the Loan Parties Party has the corporate or other necessary similar organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary similar organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a party. No consent or authorization ofparty and, filing within the case of the Borrower, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with authorize the borrowings or other extensions of credit hereunder or with on the execution, delivery, performance, validity or enforceability terms and conditions of the Loan Documents to which such Loan Party is a party, except for consents, authorizations, notices and filings described in Schedule 5.04, all of which have been obtained or made or have the status described in such Schedule 5.04this Agreement. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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).. (b) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19, 77 0000-0000-0000 v.2

Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No material consent or material authorization of, material filing with, material notice to or other similar material act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other Transaction and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) filings in respect of Liens created pursuant to the status described in such Schedule 5.04Security Documents. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) Governmental Approvals, consents, authorizations, filings and notices described on Schedule 4.4, which Governmental Approvals, consents, authorizations, filings and filings described in Schedule 5.04, all of which notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the Credit Extensions on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.04, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 5.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties has the corporate or other necessary 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 Borrowers, to obtain extensions of credit hereunder, and has taken all necessary corporate or other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Loan Party is a party, except for (i) filings to perfect the Liens created by the Collateral Documents and (ii) consents, authorizations, notices and filings described in Schedule 5.04, all of which have been obtained or made or have the status described in such Schedule 5.04. This Agreement has been, and each other Loan Document to which any Loan Party is a party will be, duly executed and delivered on behalf of the Loan Parties. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Loan Party enforceable against such 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. Each of Alchem and the Loan Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Credit Documents to which it is a party, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and has taken all necessary corporate or other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party. No As of the Closing Date, no consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of Alchem or any Loan Credit Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Credit Documents to which such Loan Party Person is a party, except for (i) consents, authorizations, notices and filings described in Schedule 5.046.4, all of which have been obtained or made or have the status described in such Schedule 5.046.4 and (ii) filings to perfect the Liens created by the Collateral Documents. This Credit Agreement has been, and each other Loan Credit Document to which Alchem or any Loan Credit Party is a party will be, duly executed and delivered on behalf of Alchem or the Loan Credit Parties, as applicable. This Credit Agreement constitutes, and each other Loan Credit Document to which Alchem or any Loan Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Loan Party Person enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No material consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other Recapitalization 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 such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which consents, authorizations, filings and notices have been obtained or made or have the status described and are in such Schedule 5.04. This Agreement has beenfull force and effect, and each other (ii) the filings referred to in Section 4.19. Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other transactions contemplated hereby 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 such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.04SCHEDULE 4.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04SECTION 4.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other 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 such Loan Party is a partyDocuments, except for (i) Bankruptcy Court approval, (ii) consents, authorizations, filings and notices and filings described in Schedule 5.043.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (iii) the status described filings referred to in such Schedule 5.04Section 3.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.045.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 5.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party has been (or on the Initial Borrowing Date will be, ) duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit borrow hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.045.4, all of which consents, authorizations, filings and notices have been obtained or made or have the status described and are in full force and effect except as otherwise noted on such Schedule 5.045.4 and (ii) the filings referred to in Section 5.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each Upon entry by the Bankruptcy Court of the Confirmation Order, each Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a party, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.044.3, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.20. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the Borrowerseach Borrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a party, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.044.3, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.20. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other 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 such Loan Party is a partyDocuments, except for consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which consents, authorizations, filings and notices have been obtained or made or have the status described and are in such Schedule 5.04full force and effect. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party has been (or on the Borrowing Date will be, ) duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower and the Canadian Borrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower and the Canadian Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties has the corporate or other necessary 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 BorrowersBorrower, to obtain extensions of credit hereunder, and has taken all necessary corporate or other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Loan Party is a party, except for consents, authorizations, notices and filings described in Schedule 5.04, all of which have been obtained or made or have the status described in such Schedule 5.04. This Agreement has been, and each other Loan Document to which any Loan Party is a party will be, duly executed and delivered on behalf of the Loan Parties. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary requisite power and authority, and the legal right, authority to makeenter into, deliver and perform the Loan Documents to which it is a party, and to carry out the transactions contemplated thereby and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, of any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other transactions contemplated hereby 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 such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.045.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 5.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty that is a party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party enforceable against such party in accordance with its respective 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to makeexecute, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit Loans hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents to which such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.043.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 3.18. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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).. 3.5

Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyor the issuance of Senior Notes on the Closing Date, except for (i) consents, 44 authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices and filings described in Schedule 5.04, all of which have been obtained or made or have and are in full force and effect and (ii) the status described filings and recordations referred to in such Schedule 5.04Section 4.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.045.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 5.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) Governmental Approvals, consents, authorizations, filings and notices described on Schedule 4.4, which Governmental Approvals, consents, authorizations, filings and filings described in Schedule 5.04, all of which notices have been obtained or made or have the status described and are in such Schedule 5.04. This Agreement has beenfull force and effect, and each other (ii) the filings referred to in Section 4.19. Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty that is a party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party enforceable against such 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. (a) Each of the Loan Parties Party has the requisite corporate or other necessary organizational power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party, and in the case of the Borrowers, to obtain extensions of credit hereunder, and . (b) Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a party. (c) No material consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder, the granting of Liens pursuant to the Security Documents or other extensions of credit hereunder or with the execution, delivery, performance, validity delivery or enforceability performance of this Agreement or any of the other Loan Documents to which such Loan Party is a partyDocuments, except for (i) those consents, authorizations, filings and notices and filings described in Schedule 5.04, all of which that have been obtained or made and are in full force and effect and (ii) the filings or have the status described other actions referred to in such Schedule 5.04Section 3.19. This Agreement has been, and each other (d) Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the Loan Parties. This Agreement constitutes, and each other Loan Document to which any Loan Party that is a party when executed thereto and delivered will constitute, constitutes a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party enforceable against such 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).. Section 3.5

Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the Borrowerseach Borrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No material consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.045.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 5.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit borrow hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transaction and the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for consents, authorizations, filings and notices and filings described in Schedule 5.04Schedules 4.4, all of 4.19(a) and 4.19(b), which consents, authorizations, filings and notices have been obtained or made and are in full force and effect or will have been obtained or made and be in full force and effect on the status described in such Schedule 5.04Closing Date. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) Governmental Approvals, consents, authorizations, filings and notices described on Schedule 4.4, which Governmental Approvals, consents, authorizations, filings and filings described in Schedule 5.04, all of which notices have been obtained or made or have the status described and are in such Schedule 5.04. This Agreement has beenfull force and effect, and each other (ii) the filings referred to in Section 4.19. Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which consents, authorizations, filings and notices have been obtained or made or have 61 and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.17. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Group Member has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party, if any, and in the case of the Borrowers, to obtain any extensions of credit to be obtained by it hereunder, and . Each Group Member has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a party, if any, and, to authorize any extensions of credit to be obtained by it on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) Governmental Approvals, consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which Governmental Approvals, consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the Loan Partieseach Group Member party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Group Member party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary requisite power and authority, and the legal right, authority to makeenter into, deliver and perform the Loan Documents to which it is a party, and to carry out the transactions contemplated thereby and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, of any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other transactions contemplated hereby 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 such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty that is a party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party enforceable against such party in accordance with its respective 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. Each of the Loan Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Credit Documents to which it is a party, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and has taken all necessary corporate or other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with (i) the borrowings or other extensions of credit hereunder or with hereunder, (ii) the execution, delivery, performance, validity or enforceability of the Loan Credit Documents to which such Loan Credit Party is a partyparty or (iii) the consummation of the Transaction, except for (A) consents, authorizations, notices and filings described in Schedule 5.046.4, all of which have been obtained or made or have the status described in such Schedule 5.046.4 and (B) filings to perfect the Liens created by the Collateral Documents. This Credit Agreement has been, and each other Loan Credit Document to which any Loan Credit Party is a party will be, duly executed and delivered on behalf of the Loan Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document to which any Loan Credit Party is a party party, when executed and delivered delivered, will constitute, a legal, valid and binding obligation of such Loan Credit Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) Governmental Approvals, consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which Governmental Approvals, consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties The Borrower has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Credit Documents to which it is a party, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and has taken all necessary corporate or other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party the Borrower in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Credit Documents to which such Loan Party the Borrower is a party, except for consents, authorizations, notices and filings described in Schedule 5.045.4, all of which have been obtained or made or have the status described in such Schedule 5.045.4. This Credit Agreement has been, and each other Loan Credit Document to which any Loan Party the Borrower is a party will be, duly executed and delivered on behalf of the Loan PartiesBorrower. This Credit Agreement constitutes, and each other Loan Credit Document to which any Loan Party the Borrower is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Loan Party the Borrower enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No material consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which consents, authorizations, filings and notices have been obtained or made or have and are in full force and effect and (ii) the status described filings referred to in such Schedule 5.04Section 4.19. This Agreement has been, and each other Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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. Each of the Loan Parties Party has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a partyparty and, and in the case of the Borrowers, to obtain extensions of credit hereunder, and . Each Loan Party has taken all necessary corporate or other necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Loan Party is a partyDocuments, except for (i) Governmental Approvals, consents, authorizations, filings and notices and filings described in Schedule 5.044.4, all of which Governmental Approvals, consents, authorizations, filings and notices have been obtained or made or have the status described and are in such Schedule 5.04. This Agreement has beenfull force and effect, and each other (ii) the filings referred to in Section 4.19. Each Loan Document to which any Loan Party is a party will be, has been duly executed and delivered on behalf of the each Loan PartiesParty party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party enforceable against such 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).