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

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the Borrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Documents or any Lease and Services Document, except (i) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 5.19. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the Borrowerseach Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the Borrowerseach Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and effect, (ii) the filings referred to in Section 5.194.19 or otherwise required in order to perfect, record or maintain the security interests granted under the Security Documents and (iii) those that, if not obtained or made, could not reasonably be expected to have a Material Adverse Effect. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, each Loan Document previously executed constitutes and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether principles(whether enforcement is sought by proceedings in equity or at law)) or, with respect to Loan Documents governed by the laws of any jurisdiction other than those within the United States, conflicts of law and similar principles.

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement, including, without limitation, obtaining the consents set forth on Schedule 4.4. Except with respect to Foreign Intellectual Property, no No material Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.4Governmental Approvals, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and effect, (ii) the filings referred to in Section 5.194.19 and (iii) Governmental Approvals described in Schedule 4.4. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party has The execution, delivery and performance by the power and authority, Borrower of this Agreement and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services other Related Documents to which it is a party andparty, and the creation and perfection of all Liens and ownership interests provided for herein and therein: (i) are within the Borrower’s limited liability company power; (ii) have been duly authorized by all necessary or proper actions; (iii) do not contravene any provision of the Borrower’s certificate of formation or limited liability company agreement; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) do not conflict with or result in the case breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any material indenture, mortgage, deed of trust, lease, agreement or other instrument to which the Borrower or any other Transaction Party is a party or by which the Borrower or any of the Borrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance property of the Loan Documents Borrower or any other Transaction Party is bound; (vi) except as set forth in the Related Documents, do not result in the creation or imposition of any Adverse Claim upon any of the property of the Borrower or any other Transaction Party; and (vii) do not require the Lease consent or approval of any Governmental Authority or any other Person, except those which have been duly obtained. The exercise by each of the Borrower, the Lenders or the Administrative Agent of any of its rights and Services Documents remedies under any Related Document to which it is a party and, in do not require the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no consent or authorization of, filing with, notice to or other act by or in respect of, approval 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 or with the executionPerson, delivery, performance, validity or enforceability of this Agreement, any except those which will have been duly obtained. Each of the Loan Related Documents or any Lease and Services Document, except (i) consents, authorizations, filings and notices described in Schedule 5.4, to which consents, authorizations, filings and notices the Borrower is a party shall have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 5.19. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, by the Borrower and each other Loan such Related Document and each Lease and Services Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party thereto, the Borrower enforceable against each such Loan Party it in accordance with its terms, terms except as enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of relating to creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought by proceedings in proceeding in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Borrower and its Restricted Subsidiaries has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, and (in the case of the Borrowers, Borrower) to borrow and obtain extensions the other Extensions of credit hereunder. Each Loan Party Credit hereunder and has taken all necessary organizational and corporate or other action to authorize the Extensions of Credit on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to to, or other 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 Extensions of Credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Documents to which the Borrower or any Lease and Services Documentof its Restricted Subsidiaries is a party except as may be necessary to perfect the Liens created pursuant to the Security Documents, except (i) consents, authorizations, filings as described on Schedule 5.4 and notices described in Schedule 5.4, except those which consents, authorizations, filings and notices have been obtained obtained, made or made waived. This Agreement has been, and are in full force and effect and (ii) the filings referred to in Section 5.19. Each each other Loan Document and Lease and Services Document has been will be, duly executed and delivered on behalf of the Borrower and each Loan Party of its Restricted Subsidiaries that is a party thereto. This Agreement constitutes, and each other Loan Document when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of the Borrower and each Loan Party of its Restricted Subsidiaries that is a party thereto, thereto enforceable against the Borrower and each such Loan Party Restricted Subsidiary in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Credit Documents to which it is a party andparty, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate or other necessary action to authorize the borrowings and other action extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Credit Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Transactions borrowings or other extensions of credit hereunder, or with the execution, delivery, performance, validity or enforceability of this Agreement, any the Credit Documents to which such Credit Party is a party or with the consummation of the Loan Documents or any Lease and Services DocumentTransaction, except for (i) consents, authorizations, notices and filings and notices described in Schedule 5.46.4, all of which consents, authorizations, filings and notices have been obtained or made and are or have the status described in full force and effect such Schedule 6.4 and (ii) filings to perfect the filings referred Liens created by the Collateral Documents. This Credit Agreement has been, and each other Credit Document to in Section 5.19. Each Loan Document and Lease and Services Document has been which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document to which any Credit Party is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, 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 Loan The execution, delivery and performance by each Credit Party has the power and authority, of this Agreement and the legal right, to make, deliver and perform the other Loan Documents and the Lease and Services Documents to which it is a party andand the creation by such Credit Party of all Liens provided for herein and therein: (a) are within such Credit Party’s corporate power; (b) have been duly authorized by all necessary corporate or other action; (c) do not contravene or cause such Credit Party to be in default under (i) any provision of such Credit Party’s articles or certificate of incorporation or bylaws, (ii) any contractual restriction contained in any indenture (other than the Convertible Senior Notes), loan or credit agreement, lease, mortgage, security agreement, bond, note or other agreement or instrument binding on or affecting such Credit Party or its property, or (iii) any law, rule, regulation, order, license requirement, writ, judgment, award, injunction, or decree applicable to, binding on or affecting such Credit Party or its property; (d) will not result in the case creation or imposition of any Lien upon any of the Borrowers, to obtain extensions property of credit hereunder. Each Loan such Credit Party has taken all necessary organizational and or any Domestic Subsidiary thereof other action to authorize the execution, delivery and performance than those in favor of the Agent or any Lender, all pursuant to the Loan Documents Documents; and (e) do not require the Lease and Services Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no consent or authorization of, filing with, notice to or other act by or in respect of, approval 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 or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Documents or any Lease and Services DocumentPerson, except (i) consentsthose referred to in Section 2.1(d), authorizations, filings and notices described in Schedule 5.4, all of which consents, authorizations, filings and notices will have been obtained duly obtained, made or made complied with prior to the Effective Date and which are in full force and effect and (ii) effect. At or prior to the filings referred to in Section 5.19. Each Effective Date, each of the Loan Document and Lease and Services Document has Documents shall have been duly executed and delivered for the benefit of or on behalf of each Loan the Credit Party intended to be party thereto. This Agreement constitutes, thereto and each other Loan Document and each Lease and Services Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party theretosuch Credit Party, enforceable against each such Loan Credit Party in accordance with its terms, except subject, as enforceability may be limited by to enforceability, to (A) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement enforceability of creditors’ rights generally and by (B) general equitable principles (principles, whether enforcement is sought by proceedings applied in equity a proceeding at law or at law)in equity.

Power; Authorization; Enforceable Obligations. Each Loan Party has the organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions Refinancing or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consentsthe filings referred to in Section 4.19 which filings have been, authorizationsor will be, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect on or before the Restatement Effective Date, and (ii) all applicable waiting periods shall have expired, in each case without any action being taken by any Governmental Authority that would restrain, prevent or otherwise impose adverse conditions on the Refinancing, other than any such consent, authorizations, filings referred and notices the absence of which could not reasonably be expected to in Section 5.19have a Material Adverse Effect. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles of equity (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority Authority, the NASD or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.43.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and effect, (ii) the filings referred to in Section 5.193.18 or (iii) such other consents, authorizations, filings and notices the failure to receive or make would not reasonably be expected to have a Material Adverse Effect. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (ia) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect on or before the Closing Date or the Merger Closing Date, as applicable, other than any such consents, authorizations, filings and notices the absence of which could not reasonably be expected to have a Material Adverse Effect, and (iib) the filings referred to in Section 5.19. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person (each, a “Filing”) is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.43.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and effect, (ii) the filings referred to in Section 5.19Sections 3.19, 5.4 and 5.8 and any other Filings contemplated by this Agreement or any other Loan Document, and (iii) any antitrust Filings required to be made to foreclose on the Collateral. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and effect, (ii) the filings referred to in Section 5.194.19 and (iii) consents, approvals, registrations, filings or actions the failure of which to be obtained or performed could not reasonably be expected to have a Material Adverse Effect. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Credit Documents to which it is a party andparty, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate or other necessary action to authorize the borrowings and other action extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Credit Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Transactions borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Credit Documents or any Lease and Services Documentto which such Credit Party is a party, except for (i) consents, authorizations, notices and filings and notices described in Schedule 5.46.4, all of which have been obtained or made, (ii) filings to perfect the Liens created by the Collateral Documents or (iii) consents, authorizations, filings notices and notices filings, the failure of which to make, obtain or take would not reasonably be expected to have been obtained or made a Material Adverse Effect. This Credit Agreement has been, and are in full force and effect and (ii) the filings referred each other Credit Document to in Section 5.19. Each Loan Document and Lease and Services Document has been which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Credit Party which is a party thereto. This Credit Agreement constitutes, and each other Loan Credit Document to which any Credit Party is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Credit Documents to which it is a party andparty, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate action to authorize the borrowings and other action extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Credit Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no 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 Credit Party in connection with the Transactions borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Credit Documents or any Lease and Services Documentto which such Credit Party is a party, except for (i) consents, authorizations, notices and filings and notices described in Schedule 5.4SCHEDULE 6.4, all of which consents, authorizations, filings and notices have been obtained or made and are or have the status described in full force and effect such SCHEDULE 6.4 and (ii) filings to perfect the filings referred Liens created by the Collateral Documents. This Credit Agreement has been, and each other Credit Document to in Section 5.19. Each Loan Document and Lease and Services Document has been which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document to which any Credit Party is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, 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 Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and effect, (ii) the filings referred to in Section 5.194.19 and (iii) such consents, authorizations, filings, notices or other actions, the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party -------------------------------------------------- has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions Spin-Off and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.43.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 5.193.19. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party has --------------------------------------------- the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions Transactions, the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.43.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 5.193.19. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party has the corporate, limited liability or limited partnership, as applicable, power and authority, and the legal right, to make, deliver enter into and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (ia) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect effect, (b) filings to perfect the Liens created under the Collateral Documents and the Second Lien Loan Documents and to release existing Liens or (iic) consents, authorizations, filings and notices, the filings referred failure of which to in Section 5.19do so obtain or make could not reasonably be expected to have a Material Adverse Effect. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to makeexecute, deliver and perform the Loan Documents and the Lease and Services Credit Documents to which it is a party andparty, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan , and each Credit Party has taken all necessary organizational corporate action to authorize the borrowings and other action extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Credit Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Transactions borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Credit Documents or any Lease and Services Documentto which such Credit Party is a party, except for (i) consents, 57 authorizations, notices and filings and notices described disclosed in Schedule 5.4, all of which consents, authorizations, filings and notices have been (or will as of the Effective Date) obtained or made and are in full force and effect made, and (ii) filings to perfect the filings referred Liens created by the Collateral Documents. This Agreement has been, and each other Credit Document to in Section 5.19. Each Loan Document and Lease and Services Document has been which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretosuch Credit Party. This Agreement constitutes, and each other Loan Credit Document to which any Credit Party is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party theretoand, to the knowledge of the Credit Parties, enforceable against each such Loan Party Person 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 Loan Party has the corporate or other applicable organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate action to authorize the execution, delivery and performance of the Lease and Services Loan Documents to which it is a party and, in the case of the Borrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices that have been obtained or made and are in full force and effect except as could not reasonably be expected to have a Material Adverse Effect and (ii) the filings referred to in Section 5.194.19. Each The Loan Document Documents and Lease and Services Document has the First Lien Loan Documents have been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document the First Lien Loan Documents constitutes or upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the Borrowerseach Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the Borrowerseach Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and effect, (ii) the filings referred to in Section 5.194.19 or otherwise required in order to perfect, record or maintain the security interests granted under the Security Documents and (iii) those that, if not obtained or made, could not reasonably be expected to have a Material Adverse Effect. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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)) or, with respect to Loan Documents governed by the laws of the Federal Republic of Germany, conflicts of law and similar principles.

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Credit Documents to which it is a party andparty, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate action to authorize the borrowings and other action extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Credit Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Transactions borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Credit Documents or any Lease and Services Documentto which such Credit Party is a party, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 5.4SCHEDULE 6.4, all of which consents, authorizations, filings and notices have been obtained or made and are or have the status described in full force and effect such SCHEDULE 6.4 and (iib) filings to perfect the filings referred Liens created by the Collateral Documents. This Credit Agreement has been, and each other Credit Document to in Section 5.19. Each Loan Document and Lease and Services Document has been which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document to which any Credit Party is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, 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 Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each of the Borrowers, to borrow hereunder. Each Loan Party has taken all necessary action to authorize the execution, delivery and performance of the Lease and Services Loan Documents to which it is a party and, in the case of the Borrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case each of the Borrowers, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 5.193.20. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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). No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any material Contractual Obligation of Holdings, any of the Borrowers or any of their respective Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Guarantee and Collateral Agreement).

Power; Authorization; Enforceable Obligations. Each Loan Borrower Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Financing Documents to which it is a party and, in the case of the Borrowers, and to obtain extensions of credit hereunderand grant liens hereunder and thereunder. Each Loan Borrower Party has taken all necessary organizational and other action to authorize the execution, delivery delivery, and performance of the Loan Documents and the Lease and Services Financing Documents to which it is a party andparty, in including the case granting of Liens pursuant to the Borrowers, to authorize Financing Documents and the extensions of credit on the terms and conditions of this Agreementset forth herein. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability delivery and performance of this Agreement, any of the Loan Documents or any Lease and Services DocumentFinancing Document by each Borrower Party that is a party thereto, except (ia) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and or that are described in Schedule 2, (iib) the filings referred to in Section 5.195.18 and (c) consents, authorizations, filings and notices which, if not obtained or made, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Document and Lease and Services Financing Document has been duly executed and delivered on behalf of each Loan Borrower Party that is a party thereto. This Agreement constitutes, and each other Loan Each Financing Document and each Lease and Services Document upon execution will constitute, constitutes a legal, valid valid, and binding obligation of each Loan Borrower Party that is a party thereto, as applicable, enforceable against each such Loan Borrower Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium 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). The execution, delivery, and performance by each Borrower Party of each Financing Document to which it is a party does not require the approval or consent of any holder or trustee of any Indebtedness or other obligations of any Borrower Party which has not been obtained.

Power; Authorization; Enforceable Obligations. Each Loan Party Xxxxxxxx has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Operative Documents to which it is is, or will become, a party and, in and to borrow the case of the Borrowers, to obtain extensions of credit Loans hereunder. Each Loan Party Xxxxxxxx has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Operative Documents to which it is is, or will become, a party and, in the case of the Borrowers, and to authorize the extensions borrowings of credit the Loans on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions any borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Operative Documents to which Borrower is, or any Lease and Services Documentwill become, a party, except (ia) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices as have been obtained or made and are in full force and effect and (iib) the filings referred to in Section 5.19the Security Documents. Each Loan Operative Document and Lease and Services Document to which Borrower is, or will become, a party has been duly executed and delivered on behalf of each Loan Party party theretoXxxxxxxx. This Agreement constitutes, and each other Loan Operative Document and each Lease and Services Document to which Borrower is, or will become, a party, upon execution execution, will constitute, a legal, valid and binding obligation of each Loan Party party theretoBorrower, enforceable against each such Loan Party Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to makeexecute, deliver and perform the Loan Documents and the Lease and Services Operative Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate action to authorize the borrowings and other action extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Operative Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Transactions borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Operative Documents or any Lease and Services Documentto which such Credit Party is a party, except for (i) consents, authorizations, notices and filings and notices described disclosed in Schedule SCHEDULE 5.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effect made, and (ii) filings to perfect the filings referred Liens created by the Collateral Documents. This Agreement has been, and each other Operative Document to in Section 5.19. Each Loan Document and Lease and Services Document has been which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretosuch Credit Party. This Agreement constitutes, and each other Loan Operative Document to which any Credit Party or the Sellers is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party theretoand, to the knowledge of the Credit Parties, of the Sellers, enforceable against each such Loan Party Person 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 Loan Party of the Borrower, its Material Subsidiaries and, except to the extent that the inaccuracy of this representation and warranty could not reasonably be expected to have a Material Adverse Effect, each Subsidiary other than a Material Subsidiary has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and effect, (ii) the filings referred to in Section 5.194.17 and (iii) except as to Subsidiaries (other than Material Subsidiaries) to the extent that failure to obtain any such consent or authorization or make any such filing or notice could not relieve such Loan Party of its obligations under the Loan Documents to which it is a party or could not reasonably be expected to result in a Material Adverse Effect. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Credit Documents to which it is a party andparty, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate action to authorize the borrowings and other action extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Credit Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Transactions borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Credit Documents or any Lease and Services Documentto which such Credit Party is a party, except for (i) consents, authorizations, notices and filings and notices described in Schedule 5.4SCHEDULE 6.4, all of which consents, authorizations, filings and notices have been obtained or made and are or have the status described in full force and effect such SCHEDULE 6.4 and (ii) filings to perfect the filings referred Liens created by the Collateral Documents. This Credit Agreement has been, and each other Credit Document to in Section 5.19. Each Loan Document and Lease and Services Document has been which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document to which any Credit Party is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, 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 Loan Party Borrower has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Operative Documents to which it is is, or will become, a party and, in and to borrow the case of the Borrowers, to obtain extensions of credit Loans hereunder. Each Loan Party Borrower has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Operative Documents to which it is is, or will become, a party and, in the case of the Borrowers, and to authorize the extensions borrowings of credit the Loans on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions any borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Operative Documents to which Borrower is, or any Lease and Services Documentwill become, a party, except (ia) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices as have been obtained or made and are in full force and effect and (iib) the filings referred to in Section 5.19the Security Documents. Each Loan Operative Document and Lease and Services Document to which Borrower is, or will become, a party has been duly executed and delivered on behalf of each Loan Party party theretoBorrower. This Agreement constitutes, and each other Loan Operative Document and each Lease and Services Document to which Borrower is, or will become, a party, upon execution execution, will constitute, a legal, valid and binding obligation of each Loan Party party theretoBorrower, enforceable against each such Loan Party Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the Borrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings and recordings referred to in Section 5.19. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party which is a party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party which is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, 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 Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Credit Documents to which it is a party andparty, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate or other necessary action to authorize the borrowings and other action extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Credit Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Transactions borrowings or other extensions of credit hereunder, with the execution, delivery, performance, validity or enforceability of this Agreement, any the Credit Documents to which such Credit Party is a party or with the consummation of the Loan Documents or any Lease and Services DocumentDarvon Transaction, except for (i) consents, authorizations, notices and filings and notices described in Schedule 5.46.4, all of which consents, authorizations, filings and notices have been obtained or made and are or have the status described in full force and effect such Schedule 6.4 and (ii) filings and other actions to perfect the filings referred Liens created by the Collateral Documents. This Credit Agreement has been, and each other Credit Document to in Section 5.19. Each Loan Document and Lease and Services Document has been which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document to which any Credit Party is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, 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)) or by principles of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or organizational power and authority, and the legal right, authority to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporate or organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by by, or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services Documentto which a Loan Party is a party, except (i) consentsfilings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained duly obtained, taken, given or made and are in full force and effect effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iiiv) any consent, authorization, filing or notice, where the filings referred failure to in Section 5.19obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been, and each Loan Document and Lease and Services Document has been will be, duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the requisite power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of the Lease and Services Loan Documents to which it is a party and, in the case of the Borrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit Borrowing on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by the Borrower or made by any of its Subsidiaries (prior to giving effect to the Acquisition) in connection with (a) the Borrowing hereunder, (b) the execution, delivery or on behalf of performance by, or the validity or enforceability against, any Loan Party in connection with the Transactions or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the other Loan Documents to which such Loan Party is a party, (c) the consummation of the Acquisition by the Purchasers, or (d) the exercise by the Administrative Agent or any Lease and Services DocumentLender of its rights under the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and effect, (ii) in the filings referred case of any authorization, approval, action, notice or filing from or with a Person other than a Governmental Authority, the failure to have could not, individually or in Section 5.19the aggregate, reasonably be expected to have a Material Adverse Effect and (iii) for matters that may be required after the Closing Date in the ordinary course of conducting the business of the Borrower or any Subsidiary thereof. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Credit Documents to which it is a party andparty, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate or other necessary action to authorize the borrowings and other action extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Credit Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Transactions borrowings or other extensions of credit hereunder, with the execution, delivery, performance, validity or enforceability of this Agreement, any the Credit Documents to which such Credit Party is a party or with the consummation of the Loan Documents or any Lease and Services DocumentElan Transaction, except for (i) consents, authorizations, notices and filings and notices described in Schedule 5.46.4, all of which consents, authorizations, filings and notices have been obtained or made and are or have the status described in full force and effect such Schedule 6.4 and (ii) filings and other actions to perfect the filings referred Liens created by the Collateral Documents. This Credit Agreement has been, and each other Credit Document to in Section 5.19. Each Loan Document and Lease and Services Document has been which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document to which any Credit Party is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, 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)) or by principles of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect except as otherwise noted on such Schedule 5.4 and (ii) the filings referred to in Section 5.19. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Subject to the entry of the Financing Orders, each Loan Party has the organizational power and authority, and the legal right, organizational authority to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the Borrowers, and to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the Borrowers, and to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and effect, (ii) any consent, authorization or filing that may be required in the filings referred future the failure of which to in Section 5.19make or obtain could not reasonably be expected to have a Material Adverse Effect, (iii) applicable Requirements of Law prior to foreclosure or other exercise of remedies hereunder and (iv) the entry of the Financing Orders. Each This Agreement has been, and each other Loan Document upon execution and Lease and Services Document has been delivery will be, duly executed and delivered on behalf of each by all Loan Party Parties party thereto. This Subject to the entry of the Financing Orders, this Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party theretoParty, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally generally, laws of general application related to the enforceability of securities secured by real estate and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and (y) applicable Requirements of Law prior to foreclosure or other exercise of remedies hereunder.

Power; Authorization; Enforceable Obligations. Each Loan Party of the Borrower and each Guarantor has the power and power, authority, and the legal right, to make, deliver and perform the this Agreement, each Application and each other Loan Documents and the Lease and Services Documents Document to which it is a party and(including, in with respect to the case of the BorrowersBorrower, to obtain extensions of credit borrow hereunder). Each Loan Party The Borrower has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement, each Application and each other Loan Document to which it is a party. Except with respect to Foreign Intellectual Property, no No consent or approval or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (including shareholders and creditors of the Borrower and each Guarantor) is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, the Revolving Credit Note, each Application or any other Loan Document. This Agreement has been and each Application and other Loan Document to which it is a party will be, duly executed and delivered on behalf of the Loan Documents or any Lease and Services Document, except (i) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 5.19Borrower. Each Loan Document and Lease and Services Document The Guaranty has been duly executed and delivered on behalf of each Loan Party party theretoGuarantor. This Agreement constitutes, constitutes and each Application and other Loan Document when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of the Borrower, and in the case of the Guaranty, each Loan Party party theretoGuarantor, enforceable against the Borrower and each such Loan Party Guarantor, as the case may be, 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).. No recording, filing, registration, notice or other similar action is required in order to insure the legality, validity, binding effect or enforceability of this Agreement or the Note or the other documents and instruments executed hereunder as against all persons, other than such filings as may be required under the UCC or in connection with the recording of mortgages in favor of the Bank encumbering real property owned by the Borrower

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party andparty, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate or other necessary action to authorize the borrowings and other action extensions of credit on the terms and conditions of this Loan Agreement and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Transactions borrowings or other extensions of credit hereunder, with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Documents to which such Credit Party is a party or any Lease and Services Documentwith the consummation of the Transaction, except for (i) consents, authorizations, notices and filings and notices described in Schedule 5.46.4, all of which consents, authorizations, filings and notices have been obtained or made and are or have the status described in full force and effect such Schedule 6.4 and (ii) filings and other actions to perfect the filings referred to in Section 5.19Liens created by the Collateral Documents. Each This Loan Agreement has been, and each other Loan Document and Lease and Services Document has been to which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Loan Agreement constitutes, and each other Loan Document to which any Credit Party is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, 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)) or by principles of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the Borrowerseach Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the Borrowerseach Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and effect, (ii) the filings referred to in Section 5.194.19 or otherwise required in order to perfect, record or maintain the security interests granted under the Security Documents and (iii) those that, if not obtained or made, could not reasonably be expected to have a Material Adverse Effect. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, each Loan Document previously executed constitutes and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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)) or, with respect to Loan Documents governed by the laws of the Federal Republic of Germany, conflicts of law and similar principles.

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Credit Documents to which it is a party andparty, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate or other necessary action to authorize the borrowings and other action extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Credit Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Transactions borrowings or other extensions of credit hereunder, with the execution, delivery, performance, validity or enforceability of this Agreement, any the Credit Documents to which such Credit Party is a party or with the consummation of the Loan Documents or any Lease and Services DocumentRefinancing, except for (i) consents, authorizations, notices and filings and notices described in Schedule 5.46.4, all of which consents, authorizations, filings and notices have been obtained or made and are or have the status described in full force and effect such Schedule 6.4 and (ii) filings to perfect the filings referred Liens created by the Collateral Documents. This Credit Agreement has been, and each other Credit Document to in Section 5.19. Each Loan Document and Lease and Services Document has been which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document to which any Credit Party is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, 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 Loan Party has the organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions Fifth Amendment Refinancing or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consentsthe filings referred to in Section 4.19 which filings have been, authorizationsor will be, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect on or before the Restatement Effective Date, and (ii) all applicable waiting periods shall have expired, in each case without any action being taken by any Governmental Authority that would restrain, prevent or otherwise impose adverse conditions on the Fifth Amendment Refinancing, other than any such consent, authorizations, filings referred and notices the absence of which could not reasonably be expected to in Section 5.19have a Material Adverse Effect. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles of equity (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and effect, (ii) the filings referred to in Section 5.194.19 and (iii) those Governmental Approvals, consents, authorizations, filings and notices, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (ia) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and effect, (iib) the filings referred to in Section 5.195.19 and (c) those consents, authorizations, filings and notices the failure of which to make or obtain, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Credit Documents to which it is a party andparty, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate action to authorize the borrowings and other action extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Credit Documents to which it is a party and, in the case party. As of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual PropertyClosing 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 Credit Party in connection with the Transactions borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Credit Documents or any Lease and Services Documentto which such Credit Party is a party, except for (i) consents, authorizations, notices and filings and notices described in Schedule 5.46.4, all of which consents, authorizations, filings and notices have been obtained or made and are or have the status described in full force and effect such Schedule 6.4 and (ii) filings to perfect the filings referred Liens created by the Collateral Documents. This Credit Agreement has been, and each other Credit Document to in Section 5.19. Each Loan Document and Lease and Services Document has been which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document to which any Credit Party is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, 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 Loan Party of the Borrower and its Restricted Subsidiaries has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, and (in the case of the Borrowers, Borrower) to borrow and obtain extensions the other Extensions of credit hereunder. Each Loan Party Credit hereunder and has taken all necessary organizational and corporate or other action to authorize the Extensions of Credit on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to to, or other 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 Extensions of Credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Documents to which the Borrower or any Lease and Services Documentof its Restricted Subsidiaries is a party except as may be necessary to perfect the Liens created pursuant to the Security Documents, except (i) consents, authorizations, filings as described on Schedule 6.4 and notices described in Schedule 5.4, except those which consents, authorizations, filings and notices have been obtained obtained, made or made waived. This Agreement has been, and are in full force and effect and (ii) the filings referred to in Section 5.19. Each each other Loan Document and Lease and Services Document has been will be, duly executed and delivered on behalf of the Borrower and each Loan Party of its Restricted Subsidiaries that is a party thereto. This Agreement constitutes, and each other Loan Document when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of the Borrower and each Loan Party of its Restricted Subsidiaries that is a party thereto, thereto enforceable against the Borrower and each such Loan Party Restricted Subsidiary in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each Loan Party --------------------------------------------- has the organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Lease and Services Loan Documents to which it is a party and, in the case of the Borrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No material consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person (collectively, "Approvals") is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions City Truck Acquisition or the Stone Acquisition and the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices Approvals with respect to the City Truck Acquisition described in Schedule 5.44.4, which consents, authorizations, filings and notices Approvals have been obtained or made and are in full force and effect (or, in the case of the Stone Acquisition, such Approvals as will be obtained or made prior to the consummation thereof) and (ii) the filings referred to in Section 5.194.19. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Credit Documents to which it is a party andparty, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate or other necessary action to authorize the borrowings and other action extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Credit Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Transactions borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Credit Documents or any Lease and Services Documentto which such Credit Party is a party, except for (i) consents, authorizations, notices and filings and notices described in Schedule 5.46.4, all of which consents, authorizations, filings and notices have ------------ been obtained or made and are or have the status described in full force and effect such Schedule 6.4 and (ii) ------------ filings to perfect the filings referred Liens created by the Collateral Documents. This Credit Agreement has been, and each other Credit Document to in Section 5.19. Each Loan Document and Lease and Services Document has been which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document to which any Credit Party is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, 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 Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No material Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions SPAC Combination, the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect effect, and (ii) the filings referred to in Section 5.194.19. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party of the Credit --------------------------------------------- Parties has the corporate or other necessary power and authority, and the legal right, to makeexecute, deliver and perform the Loan Documents and the Lease and Services Credit Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate action to authorize the borrowings and other action extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Credit Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Consolidated Party in connection with the Transactions borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Credit Documents or any Lease and Services Documentto which such Credit Party is a party, except for (i) consents, authorizations, notices and filings and notices described disclosed in Schedule 5.45.3, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effect made, and (ii) filings to ------------ perfect the filings referred Liens created by the Collateral Documents. This Agreement has been, and each other Credit Document to in Section 5.19. Each Loan Document and Lease and Services Document has been which any Consolidated Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretosuch Consolidated Party. This Agreement constitutes, and each other Loan Credit Document to which any Credit Party or the Seller is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party theretoand, to the knowledge of the Credit Parties, of the Seller, enforceable against each such Loan Party Person 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 Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Credit Documents to which it is a party andparty, and in the case of the Borrowers, to obtain extensions borrow hereunder, and each of credit hereunder. Each Loan Party the Borrowers has taken all necessary organizational corporate or other necessary action to authorize the borrowings on the terms and other action conditions of this Credit Agreement, and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Credit Documents to which it each is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Transactions or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Credit Documents or any Lease and Services Documentto which such Person is a party, except (i) for consents, authorizations, notices and filings and notices described in Schedule 5.46.4, all of which consents, authorizations, filings and notices have been obtained or made or have the status described in such Schedule 6.4. This Credit Agreement has been, and are in full force and effect and (ii) the filings referred each other Credit Document to in Section 5.19. Each Loan Document and Lease and Services Document has been which it is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document to which it is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan Party party theretosuch Credit Party, enforceable against each such Loan 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 Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Credit Documents to which it is a party andparty, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate action to authorize the borrowings and other action extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Credit Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Transactions borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Credit Documents or any Lease and Services Documentto which such Credit Party is a party, except (i) for filings to perfect the Liens created by the Collateral Documents, (ii) for consents, authorizations, filings and notices described in Schedule 5.4or similar acts which will be obtained on or before, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect as of, the Closing Date or (iii) where the failure to obtain such consents, authorizations or notices or make such similar acts is immaterial. This Credit Agreement has been, and (ii) the filings referred each other Credit Document to in Section 5.19. Each Loan Document and Lease and Services Document has been which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document to which any Credit Party is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, 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 Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Credit Documents to which it is a party andparty, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate action to authorize the borrowings and other action extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Credit Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Transactions borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Credit Documents or any Lease and Services Documentto which such Credit Party is a party, except (i) for filings to perfect the Liens created by the Collateral Documents, and except for consents, authorizations, filings and or notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made made. This Credit Agreement has been, and are in full force and effect and (ii) the filings referred each other Credit Document to in Section 5.19. Each Loan Document and Lease and Services Document has been which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document to which any Credit Party is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, 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). The amendments of the First Amended and Restated Credit Agreement reflected herein have been validly approved as required under Sections 11.6 and 11.6A of the First Amended and Restated Credit Agreement and such amendments are binding on the Lenders.

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other applicable organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate action to authorize the execution, delivery and performance of the Lease and Services Loan Documents to which it is a party and, in the case of the Borrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices that have been obtained or made and are in full force and effect except as could not reasonably be expected to have a Material Adverse Effect and (ii) the filings referred to in Section 5.194.19. Each The Loan Document Documents and Lease and Services Document has the Second Lien Term Loan Documents have been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document the Second Lien Term Loan Documents constitutes or upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan The execution, delivery and performance by each Credit Party has the power and authority, of this Agreement and the legal right, to make, deliver and perform the other Loan Documents and the Lease and Services Documents to which it is a party andand the creation by such Credit Party of all Liens provided for herein and therein: (a) are within such Credit Party’s corporate power; (b) have been duly authorized by all necessary corporate or other action; (c) do not contravene or cause such Credit Party to be in default under (i) any provision of such Credit Party’s articles or certificate of incorporation or bylaws, (ii) any contractual restriction contained in any indenture (other than the Convertible Senior Notes), loan or credit agreement, lease, mortgage, security agreement, bond, note or other agreement or instrument binding on or affecting such Credit Party or its property, or (iii) any law, rule, regulation, order, license requirement, writ, judgment, award, injunction, or decree applicable to, binding on or affecting such Credit Party or its property; (d) will not result in the case creation or imposition of any Lien upon any of the Borrowers, to obtain extensions property of credit hereunder. Each Loan such Credit Party has taken all necessary organizational and or any Subsidiary thereof other action to authorize the execution, delivery and performance than those in favor of the Agent or any Lender, all pursuant to the Loan Documents Documents; and (e) do not require the Lease and Services Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no consent or authorization of, filing with, notice to or other act by or in respect of, approval 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 or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Documents or any Lease and Services DocumentPerson, except (i) consentsthose referred to in Section 2.1(d), authorizations, filings and notices described in Schedule 5.4, all of which consents, authorizations, filings and notices will have been obtained duly obtained, made or made complied with prior to the Effective Date and which are in full force and effect and (ii) effect. At or prior to the filings referred to in Section 5.19. Each Effective Date, each of the Loan Document and Lease and Services Document has Documents shall have been duly executed and delivered for the benefit of or on behalf of each Loan the Credit Party intended to be party thereto. This Agreement constitutes, thereto and each other Loan Document and each Lease and Services Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party theretosuch Credit Party, enforceable against each such Loan Credit Party in accordance with its terms, except subject, as enforceability may be limited by to enforceability, to (A) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement enforceability of creditors’ rights generally and by (B) general equitable principles (principles, whether enforcement is sought by proceedings applied in equity a proceeding at law or at law)in equity.

Power; Authorization; Enforceable Obligations. Each Loan Borrower Party has the power and authority, authority and the legal right, right to make, deliver and perform the each Loan Documents and the Lease and Services Documents Document to which it is a party and, in and each Borrower has the case of the Borrowers, power and authority to obtain extensions of credit hereunder. Each Loan Party borrow hereunder and has taken all necessary organizational action to authorize the borrowings on the terms and other action conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents this Agreement and the Lease and Services other Loan Documents to which it is a party andparty. All approvals, in the case of the Borrowersconsents, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no consent exemptions or authorization authorizations of, filing filings with, notice notices to or other act acts by or in respect of, of any Governmental Authority which are necessary or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions Casden Acquisition, the Borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the other Loan Documents Documents, or any Lease and Services Documentare advisable within the reasonable discretion of Administrative Agent, have been obtained, except where (i) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices the failure to obtain such approval will not have been obtained or made and are in full force and effect a Material Adverse Effect and (ii) the filings referred to in Section 5.19all applicable waiting periods have expired without any enforcement action being taken or threatened by any such Governmental Authority. Each The Loan Document and Lease and Services Document has Documents have been duly executed and delivered on behalf of by each Loan Borrower Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, constitute a legal, valid and binding obligation of each Loan Party party theretosuch Borrower Party, enforceable against each such Loan Borrower Party in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws affecting the enforcement of creditors’ ' rights generally and or by general equitable principles (whether enforcement is sought by proceedings in equity or at law)relating to enforceability.

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Credit Documents to which it is a party andparty, and in the case of the Borrowers, to obtain extensions borrow hereunder, and each of credit hereunder. Each Loan Party the Borrowers has taken all necessary organizational corporate or other necessary action to authorize the borrowings on the terms and other action conditions of this Credit Agreement, and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Credit Documents to which it each is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Transactions or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Credit Documents or any Lease and Services Documentto which such Person is a party, except (i) for consents, authorizations, notices and filings and notices described in Schedule 5.46.4, all of which consents, authorizations, filings and notices have been obtained or made or have the status a described in such Schedule 6.4. This Credit Agreement has been, and are in full force and effect and (ii) the filings referred each other Credit Document to in Section 5.19. Each Loan Document and Lease and Services Document has been which it is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document to which it is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan Party party theretosuch Credit Party, enforceable against each such Loan Party Person in accordance with its terms, except as enforceability may be limited by applicable a 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 Loan The execution, delivery and performance by each Credit Party has the power and authority, of this Agreement and the legal right, to make, deliver and perform the other Loan Documents and the Lease and Services Documents to which it is a party andand the creation by such Credit Party of all Liens provided for herein and therein: (a) are within such Credit Party’s corporate power; (b) have been duly authorized by all necessary corporate or other action; (c) do not contravene or cause such Credit Party to be in default under (i) any provision of such Credit Party’s articles or certificate of incorporation or bylaws, (ii) any contractual restriction contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note or other agreement or instrument binding on or affecting such Credit Party or its property, or (iii) any law, rule, regulation, order, license requirement, writ, judgment, award, injunction, or decree applicable to, binding on or affecting such Credit Party or its property; (d) will not result in the case creation or imposition of any Lien upon any of the Borrowers, to obtain extensions property of credit hereunder. Each Loan such Credit Party has taken all necessary organizational and or any Subsidiary thereof other action to authorize the execution, delivery and performance than those in favor of the Agent or any Lender, all pursuant to the Loan Documents Documents; and (e) do not require the Lease and Services Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no consent or authorization of, filing with, notice to or other act by or in respect of, approval 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 or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Documents or any Lease and Services DocumentPerson, except (i) consentsthose referred to in Section 2.1(d), authorizations, filings and notices described in Schedule 5.4, all of which consents, authorizations, filings and notices will have been obtained duly obtained, made or made complied with prior to the Effective Date and which are in full force and effect and (ii) effect. At or prior to the filings referred to in Section 5.19. Each Effective Date, each of the Loan Document and Lease and Services Document has Documents shall have been duly executed and delivered for the benefit of or on behalf of each Loan the Credit Party intended to be party thereto. This Agreement constitutes, thereto and each other Loan Document and each Lease and Services Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party theretosuch Credit Party, enforceable against each such Loan Credit Party in accordance with its terms, except subject, as enforceability may be limited by to enforceability, to (A) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement enforceability of creditors’ rights generally and by (B) general equitable principles (principles, whether enforcement is sought by proceedings applied in equity a proceeding at law or at law)in equity.

Power; Authorization; Enforceable Obligations. Each Loan Party has the limited liability company or other organizational power and authority, and the legal right, to make, deliver and perform its obligations under the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersXxxxxxxx, to obtain extensions of credit borrow hereunder. Each Loan Party has taken all necessary organizational and limited liability company or other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect ofby, any Governmental Authority or any other Person is required to be obtained on the part of or made by or on behalf in respect of any Loan Party in connection with the Transactions borrowings hereunder or with the execution, delivery, performance, validity or enforceability delivery and performance by the Loan Parties party thereto of this Agreement, Agreement or any of the other Loan Documents or any Lease and Services DocumentDocuments, except (i) such consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices as have been obtained or made and are in full force and effect and effect, (ii) the Borrowing Notices and any other notices required to be delivered by the Borrower under the Loan Documents, (iii) the filings referred to in Section 5.194.19 and any other filings necessary to perfect the Liens and security interests under the Security Documents, (iv) ordinary course of business filing of reports with the SEC pursuant to generally applicable securities laws and (v) those consents, authorizations, filings, notices or actions, the failure of which to obtain or make, would not reasonably be expected to have a Material Adverse Effect. Each existing Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Loan Credit Documents and the Lease and Services Acquisition Documents to which it is a party andparty, and in the case of the BorrowersBorrower, to obtain extensions of credit borrow hereunder. Each Loan Party , and has taken all necessary organizational corporate action to authorize the borrowings on the terms and other action conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Credit Documents and the Lease and Services Acquisition Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Transactions Acquisition, the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Credit Documents or any Lease and Services Documentthe Acquisition Documents to which such 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 and notices described in Schedule 5.46.4, all of which consents, authorizations, filings and notices have been obtained or made or have the status described in such Schedule 6.4. This Credit Agreement has been, and are in full force and effect and (ii) the filings referred to in Section 5.19. Each Loan each other Credit Document and Lease and Services each Acquisition Document has been to which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document and each Lease Acquisition Document to which any Credit Party is a party when executed and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, 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 Loan Party --------------------------------------------- has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate action to authorize the execution, delivery and performance of the Lease and Services Loan Documents to which it is a party and, in the case of the Borrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions Recapitalization or the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the other Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.44.4 or 8.2 to the Merger Agreement, which consents, authorizations, filings and notices have been obtained or made and (except as otherwise disclosed on such Schedule) are in full force and effect and effect, (ii) other consents required in connection with the Recapitalization, the failure to obtain which could not reasonably be expected to have a Material Adverse Effect, (iii) the filings referred to in Section 5.194.19 and (iv) consents, authorizations, filings and notices required after the Closing Date in the ordinary course of business which have been obtained or made and are in full force and effect. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices that have been obtained or made and are in full force and effect and effect, (ii) any filings with the SEC when and as required by law or deemed appropriate by the Borrower, (iii) any filings referred in connection with the perfection of security interests to in the extent required by Section 5.196.16, and (iv) other consents, authorizations, filings and notices the failure of which to obtain could reasonably be expected to have a Material Adverse Effect. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party of --------------------------------------------- the Credit Parties has the corporate or other necessary power and authority, and the legal right, right to makeexecute, deliver and perform the Loan Documents and the Lease and Services Transaction Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational action to authorize the borrowings and other action extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Transaction Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Transactions borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Documents or any Lease and Services DocumentTransaction Documents, except (i) for consents, authorizations, notices and filings and notices described disclosed in Schedule 5.45.04, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and made, (ii) where ------------- the failure to obtain such consents would not reasonably be expected to have a Material Adverse Effect, and (iii) filings referred to in Section 5.19perfect the Liens created by the Collateral Documents. Each Loan This Agreement has been, and each other Transaction Document and Lease and Services Document has been to which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretosuch Person. This Agreement constitutes, and each other Loan Transaction Document to which any Credit Party is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan Party party theretosuch Person, enforceable against each such Loan Party Person 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 of general applicability (whether enforcement is sought by proceedings in equity or at lawlaw or in admiralty).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.4, and those filings required in connection with the consummation of the Acquisition in accordance with the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder and the rules of the New York Stock Exchange, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect effect, or will be made in accordance with the Securities Exchange Act of 1934 and (ii) the filings referred to in Section 5.19rules and regulations promulgated thereunder or applicable New York Stock Exchange rules. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the Borrowerseach Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the Borrowerseach Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.44.4, which consents, authorizations, filings and notices will have been obtained or made on or before the Closing Date and are will be in full force and effect on and after the Closing Date, (ii) the filings referred to in Section 5.194.19 and (iii) consents, authorizations, filings and notices the absence of which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement, including, without limitation, obtaining the consents set forth on Schedule 4.4. Except with respect to Foreign Intellectual Property, no No material Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents or any Lease and Services DocumentDocuments, except (i) consents, authorizations, filings and notices described in Schedule 5.4Governmental Approvals, which consents, authorizations, filings and notices have been obtained or made 77 and are in full force and effect and effect, (ii) the filings referred to in Section 5.194.19 and (iii) Governmental Approvals described in Schedule 4.4. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Documents to which it is a party and, in the case of the BorrowersBorrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except with respect to Foreign Intellectual Property, no No material Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with (a) the Transactions extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, Agreement or any of the Loan Documents, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents or (d) the exercise by the Administrative Agent or any Lease and Services DocumentLender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except (i) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) to perfect the filings referred to in Section 5.19Liens created by the Collateral Documents. Each Loan Document and Lease and Services Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document and each Lease and Services Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to makeexecute, deliver and perform the Loan Documents and the Lease and Services Credit Documents to which it is a party andparty, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan , and each Credit Party has taken all necessary organizational corporate action to authorize the borrowings and other action extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Credit Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Transactions borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Credit Documents or any Lease and Services Documentto which such Credit Party is a party, except for (i) consents, authorizations, notices and filings and notices described disclosed in Schedule SCHEDULE 5.4, all of which consents, authorizations, filings and notices have been (or will as of the Effective Date) obtained or made and are in full force and effect made, and (ii) filings to perfect the filings referred Liens created by the Collateral Documents. This Agreement has been, and each other Credit Document to in Section 5.19. Each Loan Document and Lease and Services Document has been which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretosuch Credit Party. This Agreement constitutes, and each other Loan Credit Document to which any Credit Party is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party theretoand, to the knowledge of the Credit Parties, enforceable against each such Loan Party Person 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 Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to makeexecute, deliver and perform the Loan Documents and the Lease and Services Credit Documents to which it is a party andparty, and in the case of the BorrowersBorrower, to obtain extensions of credit hereunder. Each Loan , and each Credit Party has taken all necessary organizational corporate action to authorize the borrowings and other action extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Documents and the Lease and Services Credit Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreementparty. Except with respect to Foreign Intellectual Property, no No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Credit Party in connection with the Transactions borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Credit Documents or any Lease and Services Documentto which such Credit Party is a party, except for (i) consents, authorizations, notices and filings and notices described disclosed in Schedule 5.4, all of which consents, authorizations, filings and notices have been (or will as of the Effective Date) obtained or made and are in full force and effect made, and (ii) filings to perfect the filings referred Liens created by the Collateral Documents. This Agreement has been, and each other Credit Document to in Section 5.19. Each Loan Document and Lease and Services Document has been which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretosuch Credit Party. This Agreement constitutes, and each other Loan Credit Document to which any Credit Party is a party when executed and each Lease and Services Document upon execution delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party theretoand, to the knowledge of the Credit Parties, enforceable against each such Loan Party Person 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).