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

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

Power; Authorization; Enforceable Obligations. The Borrower has the power and authority, authority and the legal right, to makeexecute, deliver and perform the Loan Documents to which it is a party and to obtain Loans hereunder. The Borrower borrow hereunder and has taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and including, without limitation, receiving the approval of the majority of the independent members of the Board of Trustees or board of directors of the Borrower as to authorize entering into the Loans on the terms and conditions of this Agreementtransactions contemplated hereby. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices party other than those that have been obtained or made obtained. This Agreement has been, and are in full force and effect. Each each other Loan Document to which the Borrower it is a party has been will be, duly executed and delivered on behalf of by the Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower it is a party, upon execution party when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the case of the Borrower, to obtain Loans extensions of credit hereunder. The Borrower Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and and, in the case of the Borrower, to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except consents, authorizations, filings and notices described in Schedule 3.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Loan Party party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

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

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

Power; Authorization; Enforceable Obligations. The Borrower Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the case of the Borrower, to obtain Loans extensions of credit hereunder. The Borrower Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and and, in the case of the Borrower, to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority Authority, FINRA or any other Person is required in connection with the Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except (i) consents, authorizations, filings and notices described in Schedule 3.33.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.18 or (iii) such other consents, authorizations, filings and notices the failure to receive or make would not reasonably be expected to have a Material Adverse Effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Loan Party party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower (a) Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the case of the Borrower, to obtain Loans extensions of credit hereunder. The Borrower ; (b) each Loan Party has taken all necessary organizational or corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and and, in the case of the Borrower, to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No ; (c) no material Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices that have been obtained or made and are in full force and effect. Each , (ii) the filings referred to in Section 4.19 and any other filings from time to time required under the Guarantee and Collateral Agreement, and (iii) routine Tax filings; (d) each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This each Loan Party party thereto; (e) this Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

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

Power; Authorization; Enforceable Obligations. The Borrower Subject to the entry by the Bankruptcy Court of the Orders and subject to the terms thereof, each Loan Party has the power and authority, and the legal right, to makeexecute, deliver and perform the Loan Documents to which it is a party and and, in the case of the Borrower, to obtain Loans extensions of credit hereunder. The Borrower Subject to the entry by the Bankruptcy Court of the Orders and subject to the terms thereof, each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and and, in the case of the Borrower, to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No Except as required under the Bankruptcy Code and applicable state and federal bankruptcy rules, no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except consents, authorizations, filings and notices described in Schedule 3.33.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Loan Party party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

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

Power; Authorization; Enforceable Obligations. The Borrower has the corporate power and authority, and the legal right, corporate authority to make, deliver and perform the Loan Documents to which it is a party and to obtain Loans extensions of credit hereunder. The Borrower has taken all necessary organizational corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except (i) consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effecteffect and (ii) any consent, authorization or filing that may be required in the future the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been, and each other Loan Document to which the Borrower is a party has been upon execution and delivery will be, duly executed and delivered on behalf of the Borrowerdelivered. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally generally, laws of general application related to the enforceability of securities secured by real estate and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and (y) applicable regulatory requirements.

Power; Authorization; Enforceable Obligations. The Borrower Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, on and after the Effective Date, and each Foreign Subsidiary Borrower, on or after the date such Foreign Subsidiary Borrower joined this Agreement, to obtain Loans extensions of credit hereunder. The Borrower Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower and the Foreign Subsidiary Borrowers, to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with (A) the Loans extensions of credit hereunder or with (B) the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except consents, authorizations, filings and notices described in Schedule 3.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Loan Party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

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

Power; Authorization; Enforceable Obligations. (a) The Borrower Lender has the power and authority, and the legal right, to make, execute and deliver and perform the Loan Documents to which it is a party this Agreement and to obtain Loans hereunderperform its obligations hereunder and to consummate the transactions contemplated hereby. The Borrower has taken all necessary organizational action to authorize the execution, execution and delivery and performance of the Loan Documents to which it is a party and to authorize the Loans on the terms and conditions by Lender of this Agreement. , and the performance of its obligations hereunder, have been duly and validly authorized by all necessary actions of the Lender. (b) No consent or authorization of, filing with, notice to or other act by or in respect of, of any Governmental Authority or any other Person is required to be obtained by the Lender in connection with (i) the Loans hereunder or with hereunder, (ii) the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents to which Documents, or (iii) the Borrower is a partyperformance of this Agreement or any of the other Loan Documents, except except, in each case, for routine consents, authorizations, filings and notices described required to be made in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party ordinary course of business. (c) This Agreement has been duly executed and delivered on behalf of the Borrower. Lender. (d) This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, constitutes a legal, valid and binding obligation of the BorrowerLender, enforceable against the Borrower Lender in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower Upon entry by the Bankruptcy Court of the Final Order, each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the case of the Borrower, to obtain Loans extensions of credit hereunder. The Borrower Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and and, in the case of the Borrower, to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No Except for the entry by the Bankruptcy Court of the Final Order, no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents Documents, and the Final Order has not been vacated, reversed or stayed, or modified or amended in a manner that would reasonably be expected to which be adverse to the Borrower is a partyinterests of the Required Lenders. Upon entry by the Bankruptcy Court of the Final Order, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of each Loan Party thereto. Upon entry by the Borrower. This Bankruptcy Court of the Final Order, this Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting terms and the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)Final Order.

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

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

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

Power; Authorization; Enforceable Obligations. The Borrower Each Loan Party has the corporate (or similar) power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the case of the Borrower, to obtain Loans borrow hereunder. The Borrower Each Loan Party has taken all necessary organizational corporate (or similar) action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and and, in the case of the Borrower, to authorize the Loans borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by any Loan Party in connection with the Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except (i) consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been or will be obtained or made and are in full force and effecteffect on the Closing Date, (ii) the filings referred to in Section 4.19, (iii) filings with the SEC that may be required to be made following the execution and delivery hereof in connection herewith and (iv) immaterial consents, authorizations, filings and notices. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Loan Party party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Each Borrower has the requisite power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the case of each Borrower, to obtain Loans borrow hereunder. The Each Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to authorize the Loans borrowings on the terms and conditions of this Agreement. No Except as described on SCHEDULE 4.3, no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans hereunder borrowings hereunder, or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except (a) consents, authorizations, filings and notices described in Schedule 3.3on SCHEDULE 4.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, and (b) the filings referred to in Section 4.17. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Borrower thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, legally valid and binding obligation of the Borrowereach Borrower thereto, enforceable against the each such Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower 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 Borrower, to borrow hereunder and to obtain Loans hereunder. The Borrower has taken all necessary organizational corporate action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to authorize the Loans on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower any such Loan Party is a partyparty other than those set forth on Schedule 6.4, except consents, authorizations, filings and notices described in Schedule 3.3, all of which consents, authorizations, filings and notices have been obtained or duly made and are in full force and effect. Each This Agreement has been, and each other Loan Document to which the Borrower it is a party has been will be, duly executed and delivered on behalf of the Borrowereach Loan Party. This Agreement constitutes, and each other Loan Document to which the Borrower it is a party, upon execution party when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower, each Loan Party enforceable against the Borrower such Loan Party in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. The Each Borrower has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and to obtain Loans extensions of credit hereunder. The Each Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except consents, authorizations, filings and notices described in Schedule 3.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Borrower party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Borrower party thereto, enforceable against the each such Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower and each of its Subsidiaries has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the case of the Borrower, to obtain Loans extensions of credit hereunder. The Borrower and each of its Subsidiaries has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and and, in the case of the Borrower, to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except (i) consents, authorizations, filings and notices described in Schedule 3.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effecteffect and (ii) the filings contemplated by Section 5. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the BorrowerBorrower and/or each of its Subsidiaries party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the BorrowerBorrower and each of its Subsidiaries party thereto, enforceable against the Borrower each thereof in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

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

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

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

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

Power; Authorization; Enforceable Obligations. The Borrower Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the U.S. Borrower and any Subsidiary Borrower, to obtain Loans extensions of credit hereunder. The Borrower Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the U.S. Borrower, the UK Borrower and any Designated Foreign Subsidiary Borrower, to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except (i) consents, authorizations, filings and notices described in Schedule 3.3notices, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) filings required by, or to perfect the security interests granted pursuant to, the various Security Documents and (iii) the filings referred to in Section 5.19. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Loan Party party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

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

Power; Authorization; Enforceable Obligations. The Borrower Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the case of the Borrower, to obtain Loans extensions of credit hereunder. The Borrower Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and and, in the case of the Borrower, to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 3.34.4, which Governmental Approvals, consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) Governmental Approvals described in Schedule 4.4. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Loan Party that is a party thereto, enforceable against the Borrower each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower has the corporate power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and to obtain Loans extensions of credit hereunder. The Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with (a) any extension of credit hereunder when made (except, in each case, for consents, authorizations, filings, notices or other acts required with respect to such extension of credit that have been obtained or made and are in full force and effect at the Loans hereunder time of such extension of credit) or with (b) the execution, delivery, performance, validity or enforceability of this Agreement, the Amendment Agreement or any of the Loan Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effectDocuments. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This Each of this Agreement and the Amendment NEWYORK 9257105 36 Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower has the corporate power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and to obtain Loans extensions of credit hereunder. The Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with (a) any extension of credit hereunder when made (except, in each case, for consents, authorizations, filings, notices or other acts required with respect to such extension of credit that have been obtained or made and are in full force and effect at the Loans hereunder time of such extension of credit) or with (b) the execution, delivery, performance, validity or enforceability of this Agreement, the Amendment Agreement or any of the Loan Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effectDocuments. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This Each of this Agreement and the Amendment Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).. NEWYORK 9337878

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

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

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

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

Power; Authorization; Enforceable Obligations. The Borrower has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and to obtain Loans extensions of credit hereunder. The Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except (a) consents, authorizations, filings and notices described in Schedule 3.34.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effecteffect and (b) consents, authorizations, filings and notices, the absence of which could not reasonably be expected to have a Material Adverse Effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

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

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

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

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

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

Power; Authorization; Enforceable Obligations. The Each Borrower has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and party, to obtain Loans hereunderextensions of credit hereunder and grant the Liens under the Security Documents. The Each Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and party, to authorize the Loans extensions of credit on the terms and conditions of this AgreementAgreement and to grant the Liens under the Security Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a partyDocuments, except (i) consents, authorizations, filings and notices described in Schedule 3.34.4, which consents, authorizations, filings (other than those designated as "Pending Landlord Consents" on Schedule 4.4) and notices have been obtained or made and are in full force and effecteffect and (ii) the filings and acts referred to in Section 4.19. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrowereach Borrower party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrowereach Borrower party thereto, enforceable against the each such Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. The Borrower has the corporate power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and to obtain Loans extensions of credit hereunder. The Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to authorize the Loans extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with (a) any extension of credit hereunder when made (except, in each case, for consents, authorizations, filings, notices or other acts required with respect to such extension of credit that have been obtained or made and are in full force and effect at the Loans hereunder time of such extension of credit) or with (b) the execution, delivery, performance, validity or enforceability of this Agreement, the Amendment Agreement or any of the Loan Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effectDocuments. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. This Each of this Agreement and the Amendment Agreement constitutes, and each other Loan Document to which the Borrower is a party, upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).. AMERICAS 91292616

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

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

Power; Authorization; Enforceable Obligations. The execution, delivery and performance by the Borrower has the power and authority, of this Agreement and the legal right, to make, deliver and perform the Loan other Related Documents to which it is a party party, and to obtain Loans hereunder. The Borrower has taken the creation and perfection of all Liens and ownership interests provided for herein and therein: (i) are within the Borrower's corporate power; (ii) have been duly authorized by all necessary organizational action to authorize the execution, delivery and performance or proper corporate actions; (iii) do not contravene any provision of the Loan Documents Borrower's certificate of incorporation or bylaws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority, in each case applicable to or binding upon the Borrower or any of its property or to which it the Borrower or any of its property is subject; (v) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which the Borrower is a party and to authorize or by which the Loans on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement Borrower or any of the Loan property of the Borrower is bound; and (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of the Borrower or any Originator. On or prior to the Effective Date, each of the Related Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices party shall have been obtained or made and are in full force and effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of by the Borrower. This Agreement constitutes, Borrower and each other Loan such Related Document to which the Borrower is a party, upon execution will constitute, shall then constitute a legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower it in accordance with its terms, except as enforceability may be limited by subject (x) to applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting the enforcement of creditors’ ' rights generally from time to time in effect and by (y) to general equitable principles of equity (whether enforcement is sought by proceedings a proceeding in equity or at law).

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

Power; Authorization; Enforceable Obligations. The Borrower Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder and to obtain Loans hereunder. The Borrower has taken all necessary organizational corporate action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to authorize the Loans on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower any such Loan Party is a partyparty other than those set forth on Schedule 6.4, except consents, authorizations, filings and notices described in Schedule 3.3, all of which consents, authorizations, filings and notices have been obtained or duly made and are in full force and effect. Each This Agreement has been, and each other Loan Document to which the Borrower it is a party has been will be, duly executed and delivered on behalf of the Borrowereach Loan Party. This Agreement constitutes, and each other Loan Document to which the Borrower it is a party, upon execution party when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower, each Loan Party enforceable against the Borrower such Loan Party in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

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

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

Power; Authorization; Enforceable Obligations. The Borrower has the power and authority, authority and the legal right, to makeexecute, deliver and perform the Loan Documents to which it is a party and to obtain Loans hereunder. The Borrower borrow hereunder and has taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and including, without limitation, receiving the approval of the majority of the independent members of the Board of Trustees or board of directors of the Borrower as to authorize entering into the Loans on the terms and conditions of this Agreementtransactions contemplated hereby. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which the Borrower is a party, except consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices party other than those that have been obtained or made obtained. This Agreement has been, and are in full force and effect. Each each other Loan Document to which the Borrower it is a party has been will be, duly executed and delivered on behalf of by the Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower it is a party, upon execution party when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).law).‌

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

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