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

Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Credit Party of the Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) of the Credit Parties party to such Credit Documents (enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrowers, to obtain extensions of credit hereunder. 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 Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement and to authorize the other Transactions. (b) No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 3.15. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the consummation of the transactions contemplated hereby Transactions, except (x) Governmental Approvals, consents, authorizations, filings and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) notices that have been duly authorized by all necessary corporateobtained or made and are in full force and effect, partnership, limited liability company or trust action, as appropriate, including, without limitation, (y) the consent of stockholders, general and/or limited partners filings referred to in Section 3.15 and members where required; (iii) do not and will not (A) contravene any Credit Party’s those, the failure of which to obtain or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, make would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (bc) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be Each Loan Document has been duly executed and delivered by such Credit on behalf of each applicable Loan Party. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to each applicable Loan Party, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law andlaw), in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, and subject to such other reservations set forth on Schedule V as to such jurisdiction)an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to enter into, make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrowers, to obtain extensions of credit hereunder. 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 Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement. (b) No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 4.16. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the consummation of the transactions contemplated hereby Transactions, except (w) Governmental Approvals, consents, authorizations, filings and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) notices that have been duly authorized by all necessary corporate, partnership, limited liability company obtained or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners made and members where required; (iii) do not are in full force and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documentseffect, (Bx) violate any other applicable Requirement of Law the filings referred to in Section 4.16, (including, without limitation, Regulations T, U y) consents and X of the Board of Governors of the Federal Reserve System), or any order or decree of any approvals from Governmental Authority or arbitrator, except Authorities required to the extent that any such violation, individually or be obtained in the aggregateordinary course of business, and (z) consents, authorizations, filings and notices the failure to obtain or perform would not reasonably be expected to have result in a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (bc) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be Each Loan Document has been duly executed and delivered by such Credit on behalf of each applicable Loan Party. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to each applicable Loan Party, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to applicable bankruptcyterms, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and, in the case of except as enforceability may be limited by any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction)Legal Reservations.

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby and thereby:Borrower, to obtain extensions of credit hereunder. (ib) are within such Credit Party’s corporateEach Loan Party has taken all necessary organizational action to authorize the execution, partnershipdelivery and performance of the Loan Documents to which it is a party, limited liability company or trust powersincluding the granting of Liens pursuant to the Security Documents, as appropriate;and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. (iic) have been duly authorized by all necessary corporateNo consent or authorization of, partnershipfiling with, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement notice to or other comparable governing documentsact by or in respect of, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitratorany other Person is required in connection with the extensions of credit hereunder or with the execution, delivery and performance of this Agreement or any of the other Loan Documents by each Loan Party, except (i) consents, authorizations, filings and notices which have been obtained or made and are in full force and effect (the “Required Approvals”), (ii) the filings referred to the extent that any such violationin Section 4.22, individually (iii) consents, authorizations, filings and notices required by securities, regulatory or other applicable law in the aggregateconnection with an exercise of remedies and (iv) consents, authorizations, filings and notices which, if not obtained or made, would not reasonably be expected to have result in a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have . Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Party. on behalf of each Loan Party which is party thereto, as applicable. (d) This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (obligation of each Loan Party which is party thereto, as applicable) of the Credit Parties party to , enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to execute, deliver and perform the Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the extent that any such conflictexecution, breachdelivery and performance of the Loan Documents to which it is a party and, termination in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Loan Agreement. No consent or accelerationauthorization of, individually filing with, notice to or other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson is required in connection with the extensions of credit hereunder or with the execution, other than those delivery, performance, validity or enforceability of this Loan Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 6.03, which consents, authorizations, filings and notices have been obtained or mademade and are in full force and effect and (ii) the filings referred to in Section 6.09. The execution, delivery and each performance of the Transaction Documents do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority, except (a) as described or required to be described in Section 3.05(b) of the Company Disclosure Letter (as defined in the Master Transaction Agreement (as defined in the US First Lien Credit Agreement)) and other immaterial consents, approvals, authorizations, filings and notices that have been obtained or made and which is are in full force and effect. , (b) This Agreement the premerger notification and each waiting period requirements of the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, which notices have been made and periods have elapsed and (c) the requirements of Antitrust Laws (as defined in the Master Transaction Agreement (as defined in the US First Lien Credit Agreement)) of any other relevant jurisdiction, which requirements have been satisfied except where the failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation of the Related Transactions and would not have a Company Material Adverse Effect (as defined in the Master Transaction Agreement (as defined in the US First Lien Credit Documents when executed and delivered by a Credit Party which is a party thereto will be Agreement)). Each Loan Document has been duly executed and delivered by such Credit Partyon behalf of each Loan Party that is a party thereto. This Loan Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party that is a party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to execute, deliver and perform the Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the extent that any such conflictexecution, breachdelivery and performance of the Loan Documents to which it is a party and, termination in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or accelerationauthorization of, individually filing with, notice to or other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson is required in connection with the extensions of credit hereunder or with the execution, other than those delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or mademade and are in full force and effect and (ii) the filings referred to in Section 3.14. The execution, delivery and each performance of the Transaction Documents do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority, except (a) as described or required to be described in Section 3.05(b) of the Company Disclosure Letter (as defined in the Master Transaction Agreement) and other immaterial consents, approvals, authorizations, filings and notices that have been obtained or made and which is are in full force and effect. , (b) This Agreement the premerger notification and each waiting period requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, which notices have been made and periods have elapsed and (c) the requirements of Antitrust Laws (as defined in the Master Transaction Agreement) of any other Credit Documents when executed relevant jurisdiction, which requirements have been satisfied, except where the failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation of the Related Transactions and delivered by would not have a Credit Party which is a party thereto will be Company Material Adverse Effect (as defined in the Master Transaction Agreement). Each Loan Document has been duly executed and delivered by such Credit Partyon behalf of each Loan Party that is a party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party that is a party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporateBorrower, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporateorganizational action to authorize the execution, partnershipdelivery and performance of the Loan Documents to which it is a party and, limited liability company in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or trust actionauthorization of, as appropriatefiling with, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement notice to or other comparable governing documentsact by or in respect of, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitratorany other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4(a), which consents, authorizations, filings and notices have been obtained or made and are in full force and effect except as set forth in Schedule 4.4(b) and (ii) the filings referred to in Section 4.19. The failure of the extent that any such violationconsents, individually authorizations, filings and notices described in Schedule 4.4(b) to have been obtained or made and to be in the aggregate, would full force and effect could not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have . Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrowers, to obtain extensions of credit hereunder. 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 Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement and to authorize the other Transactions. (b) No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 3.16. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the consummation of the transactions contemplated hereby Transactions, except (x) Governmental Approvals, consents, authorizations, filings and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) notices that have been duly authorized by all necessary corporateobtained or made and are in full force and effect, partnership, limited liability company or trust action, as appropriate, including, without limitation, (y) the consent of stockholders, general and/or limited partners filings referred to in Section 3.16 and members where required; (iii) do not and will not (A) contravene any Credit Party’s those, the failure of which to obtain or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, make would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (bc) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be Each Loan Document has been duly executed and delivered by such Credit on behalf of each applicable Loan Party. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to each applicable Loan Party, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)each Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the extent that any such conflictexecution, breachdelivery and performance of the Loan Documents to which it is a party and, termination in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or accelerationauthorization of, individually filing with, notice to or other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson is required in connection with the extensions of credit hereunder or with the execution, other than those delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made, made and each of which is are in full force and effect. effect and (bii) This Agreement the filings referred to in Section 3.20 and each (iii) in the case of any Security Document to be entered into by Essent IIH, the filing required by section 409 of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be Irish Companies Act. Each Loan Document has been duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations obligation of each Loan Party party thereto, enforceable (as applicable) in the case of any Security Document entered into by Essent IIH, once filed in compliance with the provisions of section 409 of the Credit Parties party to Irish Companies Act) against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the extent that any such conflictexecution, breachdelivery and performance of the Loan Documents to which it is a party and, termination in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or accelerationauthorization of, individually filing with, notice to or other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson is required in connection with the extensions of credit hereunder or with the execution, other than those delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents except (i) consents, authorizations, filings and notices described on Schedule 4.3, which consents, authorizations, filings and notices have been obtained or made, made and each of which is are in full force and effect. , (bii) This Agreement and each the filings referred to in Section 4.20, (iii) filings required under the Exchange Act in respect of the transactions contemplated hereby, and (iv) consents, authorizations, filings and notices required under the laws of the jurisdiction of organization of any Foreign Subsidiary in respect of the grant of a security interest in respect of its Capital Stock pursuant to the Guarantee and Collateral Agreement or any other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be Security Document. Each Loan Document has been duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Facility Party has the corporate or other necessary power and authority, delivery and performance by each Credit Party of the Credit legal right to execute, deliver and perform the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)the Borrower, to obtain extensions of credit hereunder, and has taken all necessary corporate or other action to authorize the extent that any such conflictborrowings and other actions on the terms and conditions of this Agreement and to authorize the execution, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any delivery and performance by it of the Assets of any Credit Party Transaction Documents to which it is a party. No consent, approval, licenses, validation or any of its Subsidiaries; and (iv) do not require the consent authorization of, authorization byfiling, approval ofrecording or registration with, notice to, exemption by or filing other similar act by or registration within respect of, any Governmental Authority or any other PersonPerson (including, without limitation, any stockholder, certificateholder or creditor of any Facility Party or any of their respective Subsidiaries) is required to be obtained or made by or on behalf of any Facility Party in connection with the borrowings or other than those extensions of credit hereunder, the execution, delivery, performance, validity or enforceability by or against it of the Transaction Documents or the exercise of the rights and remedies of the Agent, the Collateral Agent or any other Protected Party pursuant to this Agreement or any other Loan Document, except for (i) consents, authorizations, notices and filings disclosed in Schedule 5.02, all of which have been obtained or made, (ii) filings to perfect and maintain the perfection of the Liens created by the Collateral Documents and (iii) consents, authorizations, notices and filings in connection with the disposal of Collateral required by laws affecting the offering and sale of securities. This Agreement has been, and each other Transaction Document to which any Facility Party is a party will be, duly executed and delivered on behalf of which is in full force and effect. (b) such Person. This Agreement constitutes, and each of the other Credit Documents Transaction Document to which any Facility Party is a party when executed and delivered by will constitute, a Credit Party which is a party thereto will be duly executed and delivered by such Credit Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Facility Party party to thereto, enforceable against such Credit Documents (enforceable Person in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general by equitable principles of equity, general applicability (regardless of whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the extent that any such conflictexecution, breachdelivery and performance of the Loan Documents to which it is a party and, termination in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or accelerationauthorization of, individually filing with, notice to or other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson is required in connection with the extensions of credit hereunder or with the execution, other than those delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made, made or will be obtained or made prior to the Closing Date and each of which is will be in full force and effect. effect on the Closing Date, (bii) This Agreement the filings referred to in Section 4.17 and each (iii) except to the extent that failure to obtain any such consent or authorization or make any such filing or notice could not relieve such Loan Party of its obligations under the other Credit Loan Documents when executed and delivered by a Credit Party to which it is a party thereto will or could not reasonably be expected to result in a Material Adverse Effect. Each Loan Document has been duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the corporate or other organizational power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporateBorrower, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by to borrow hereunder. Each Loan Party has taken all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement corporate or other comparable governing documentsorganizational action to authorize the execution, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U delivery and X performance of the Board of Governors Loan Documents to which it is a party and, in the case of the Federal Reserve System)Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or any order authorization of, filing with, notice to or decree of other act by or in respect of, any Governmental Authority or arbitratorany other Person is required in connection with the Transactions and the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedules 4.4, 4.20(a) and 4.20(b), which consents, authorizations, filings and notices have been obtained or made and are in full force and effect or will have been obtained or made and be in full force and effect on the Closing Date or (ii) where the failure to the extent that any obtain such violationconsent or authorization, individually or failure to file or provide notice would not, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have . Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party that is a party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party that is a party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The Each of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Credit Documents to which it is a party, and in the case of the Borrower, to obtain extensions of credit hereunder, and has taken all necessary corporate or other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance by each Credit Party of the Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with the borrowings or other extensions of credit hereunder, with the execution, delivery, performance, validity or enforceability of the Credit Documents to which such Credit Party is a party and or with the consummation of the transactions contemplated hereby and thereby: Transaction, except for (i) are within consents, authorizations, notices and filings described in SCHEDULE 6.4, all of which have been obtained or made or have the status described in such Credit Party’s corporateSCHEDULE 6.4, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except filings to release Liens to the extent that any the holders of such violationLiens have agreed in writing with the Agent to release such Liens, individually (iii) filings to perfect the Liens created by the Collateral Documents and (iv) consents, authorizations, filings, notices or in other acts which have been obtained as and when required or the aggregate, would failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. This Credit Agreement has been, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any and each other material agreement or (y) any other Contractual Obligation of Credit Document to which any Credit Party or any of its Subsidiariesis a party will be, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any duly executed and delivered on behalf of the Assets of Credit Parties. This Credit Agreement constitutes, and each other Credit Document to which any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents a party when executed and delivered by will constitute, a Credit Party which is a party thereto will be duly executed and delivered by such Credit Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to such Credit Documents (Party enforceable against such party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case law) and by an implied covenant of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction)good faith and fair dealing.

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the requisite power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, to obtain Credit Extensions hereunder, and each Loan Party has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the Credit Extensions on the terms and conditions of this Agreement, any Notes and the consummation Letter of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporateApplications. No consent or authorization of, partnershipfiling with, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement notice to or other comparable governing documentssimilar act by or in respect of, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitratorany other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each Borrower, with the Credit Extensions hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the extent that Effective Date, (b) filings to perfect the Liens created by the Security Documents, (c) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Company and its Subsidiaries the Obligor in respect of which is the United States of America or any such violationdepartment, individually agency or in instrumentality thereof and (d) consents, authorizations, notices and filings which the aggregate, failure to obtain or make would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (b) . This Agreement and each of the other Credit Documents when has been duly executed and delivered by a Credit each Borrower, and each other Loan Document to which any Loan Party which is a party thereto will be duly executed and delivered by on behalf of such Credit Loan Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute constitutes a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Borrower, and each other Loan Document to which any Loan Party is a party to when executed and delivered will constitute a legal, valid and binding obligation of such Credit Documents (Loan Party, enforceable against such Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is (aor becomes) The a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Prior to becoming a party thereto, each Loan Party will have taken all necessary organizational action to authorize the execution, delivery and performance by each Credit Party of the Credit Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)the Borrower, to authorize the extent that any such conflictextensions of credit on the terms and conditions of this Agreement. No consent or authorization of, breachfiling with, termination notice to or acceleration, individually other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson is required in connection with the Spin-Off and the extensions of credit hereunder or with the execution, other than those delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices will have been obtained or made, made and each of which is will be in full force and effect. effect on or prior to the Closing Date and (bii) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto filings referred to in Section 4.19. Each Loan Document will be have been duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the corporate, delivery limited liability or limited partnership, as applicable, power and performance by each Credit Party of authority, and the Credit legal right, to enter into and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporateBorrower, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporateorganizational action to authorize the execution, partnershipdelivery and performance of the Loan Documents to which it is a party and, limited liability company in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or trust actionauthorization of, as appropriatefiling with, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement notice to or other comparable governing documentsact by or in respect of, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitratorany other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (a) consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (b) filings to perfect the extent that any such violationLiens created under the Collateral Documents and to release existing Liens or (c) consents, individually authorizations, filings and notices, the failure of which to do so obtain or in the aggregate, would make could not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have . Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The Subject to the entry of the DIP Financing Order, each of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to execute, make, deliver and perform the Credit Documents to which it is a party and has taken all necessary corporate or other action to authorize the execution, delivery and performance by it of the Credit Documents to which it is a party. (b) Subject to the entry of the DIP Financing Order, the execution, delivery and performance by each Credit Party of the Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) thereby do not and will not (Ai) contravene any Credit Party’s such Person's Certificate of Incorporation or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement Bylaws or other comparable governing documents, (Bii) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (Diii) result in the creation or imposition of any Lien upon any of the Assets property of any Credit Party such Person or any of its Subsidiaries; and , other than those in favor of the Administrative Agent pursuant hereto and the Collateral Documents or (iv) do not require violate or conflict with any order, writ, judgment, injunction, decree or permit applicable to any Credit Party. (c) Except for the entry of each of the DIP Financing Orders, no consent or authorization of, authorization by, approval offiling with, notice to, to or filing other act by or registration within respect of, any Governmental Authority or any other PersonPerson is required in connection with acceptance of the Loans or the making of the guaranties hereunder or with the execution, delivery or performance of any Credit Documents by the Credit Parties (other than (i) those which have been obtained or made, and each of which is are in full force and effect, (ii) such filings as are required by the Securities and Exchange Commission and (iii) other filings necessary to fulfill other reporting requirements with Governmental Authorities) or with the validity or enforceability of any Credit Document against the Credit Parties (except such filings as are necessary in connection with the perfection of the Liens created by such Credit Documents). (bd) This Agreement and each Subject to the entry of the other DIP Financing Order, each Credit Documents when executed and delivered by a Credit Party Document to which it is a party thereto will be duly executed and delivered by such Credit Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute constitutes a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to such Credit Documents (Party enforceable against such Credit Party in accordance with its terms subject to applicable bankruptcywithout defense, insolvency, reorganization, moratorium setoff or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction)counterclaim.

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrowers, to obtain extensions of credit hereunder. 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 Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement and to authorize the other Transactions. (b) No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 3.15. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the consummation of the transactions contemplated hereby Transactions, except (x) Governmental Approvals, consents, authorizations, filings and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) notices that have been duly authorized by all necessary corporateobtained or made and are in full force and effect, partnership, limited liability company or trust action, as appropriate, including, without limitation, (y) the consent of stockholders, general and/or limited partners filings referred to in Section 3.15 and members where required; (iii) do not and will not (A) contravene any Credit Party’s those, the failure of which to obtain or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, make would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (bc) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be Each Loan Document has been duly executed and delivered by such Credit on behalf of each applicable Loan Party. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to each applicable Loan Party, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the organizational power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporateBorrower, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporateorganizational and other action to authorize the execution, partnershipdelivery and performance of the Loan Documents to which it is a party and, limited liability company in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or trust actionauthorization of, as appropriatefiling with, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement notice to or other comparable governing documentsact by or in respect of, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitratorany other Person is required in connection with the Transactions or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except to (a) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been, or will be, obtained or made and are in full force and effect on or before the extent Restatement Date, and all applicable waiting periods shall have expired, in each case without any action being taken by any Governmental Authority that would restrain, prevent or otherwise impose adverse conditions on the Transactions, other than any such violationconsent, individually or in authorizations, filings and notices the aggregate, would absence of which could not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be filings referred to in Section 5.19. Each Loan Document has been duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and thereby: performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described on Schedule 4.4, which Governmental Approvals, consents, authorizations, filings and notices have been obtained or made and are within such Credit Party’s corporatein full force and effect, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners filings referred to in Section 4.19 and members where required; (iii) do not Governmental Approvals, consents, authorizations, filings and will not (A) contravene any Credit Party’s notices, the failure of which to obtain, make or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, give would not reasonably be expected to have result in a Material Adverse Effect. Each Loan Document, (C) conflict with or result in the breach ofwhen delivered hereunder, or constitute a default underwill have been, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents Loan Document when executed by the Credit Parties party hereto and thereto so delivered will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally and subject to or by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporateBorrower, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporateorganizational action to authorize the execution, partnershipdelivery and performance of the Loan Documents to which it is a party and, limited liability company in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or trust actionauthorization of, as appropriatefiling with, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement notice to or other comparable governing documentsact by or in respect of, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitratorany other Person is required in connection with the Acquisition (other than consents, except to authorizations, notices or acts of any Person that is not a Governmental Authority, the extent that any such violationlack of which could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) and the extensions of credit hereunder or with the execution, (C) conflict with delivery, performance, validity or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation enforceability of any Credit Party this Agreement or any of its Subsidiariesthe Loan Documents, exceptexcept (i) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect (except for the case consents, authorizations, filings and notices listed on Part B of this clause (y)Schedule 5.4, which the Group Members have made commercially reasonable efforts to obtain or make and the extent that any such conflictlack of which could not, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or Effect) and (Dii) result the filings referred to in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have Section 5.19. Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party --------------------------------------------- has the power and authority, delivery and performance by the legal right, to make, deliver and perform each Credit Party of the Credit Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)the Borrower, to borrow hereunder, and has taken all necessary corporate or partnership action to authorize the extent that any such conflictexecution, breachdelivery and performance of each of the Loan Documents to which it is a party and, termination in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. Except as set forth on Schedule 5.4, no consent or accelerationauthorization of, individually filing ------------ with, notice to or other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person (including any partner or shareholder of any Loan Party or any Affiliate of any Loan Party) is required to be obtained or made by any Loan Party or any other Person, in connection with the Stock Purchase other than those which that have been obtained or made, made and each of which is are in full force and effect. ; provided, that with respect to third party approvals necessary for the Stock -------- Purchase, Schedule 5.4 lists only the material third party approvals required. ------------ No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person (bincluding any partner or shareholder of JIC, any Loan Party or any Affiliate of JIC or any Loan Party) This Agreement is required to be obtained or made by JIC or any Loan Party or any Subsidiary of any Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents other than those that have been obtained or made and are in full force and effect. Each Loan Document to which JIC and each of the other Credit Documents when executed and delivered by a Credit Loan Party which is a party thereto will be has been duly executed and delivered by on behalf of JIC and each such Credit Loan Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute Each Loan Document constitutes a legal, valid and binding obligations (as applicable) obligation of JIC, to the Credit Parties extent JIC is a party to thereto, and each Loan Party party thereto enforceable against JIC and each such Credit Documents (enforceable Loan Party in accordance with its terms terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium or and other similar laws relating to or affecting creditors’ ' rights generally and subject to generally, general equitable principles of equity, regardless of (whether considered in a proceeding in equity or at law and, in the case law) and an implied covenant of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction)good faith and fair dealing.

Power; Authorization; Enforceable Obligations. (a) The executionSubject to obtaining any consent set forth in Part II of Schedule 3.4 (unless an Applicable Amendment shall have become effective) prior to a Consent Event, delivery each Loan Party has or will have the power and performance by each Credit Party of authority, and the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)each Borrower, to obtain Loans hereunder, and each Loan Party has or will have taken all necessary organizational action to authorize the extent that any such conflictexecution, breachdelivery and performance of the Loan Documents to which it is a party and, termination in the case of each Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or accelerationauthorization of, individually filing with, notice to or other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson is required in connection with the Loans hereunder or with the execution, other than those delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (A)(x) consents, authorizations, filings and notices described in Part I of Schedule 3.4, which consents, authorizations, filings and notices have been obtained or madeor, except as noted therein, made and each of which is are in full force and effect. effect and (by) This Agreement the consents described in Part II of Schedule 3.4 (unless an Applicable Amendment shall have become effective) which consents (or amendment or amendments, as the case may be) will be obtained prior to a Consent Event, (B) consents of any applicable Governmental Authority (including, where applicable, the Bermuda Monetary Authority, the U.K. Financial Services Authority and each any relevant insurance commission or analogous Governmental Authority in the United States) required in the event of the exercise by the Collateral Agent of any right (1) to control or to allow any assignee of the Collateral Agent to control any Insurance Subsidiary or (2) to sell or transfer in accordance with the terms and conditions of any Security Document any Capital Stock of any Insurance Subsidiary pledged in accordance with the terms of such Security Document (including, in such case, any consent required for the purchaser or the transferee of such Capital Stock) and (C) any consent or authorization of, filing with or notice to, the relevant insurance commission or other Credit Documents when Governmental Authority pursuant to any applicable Requirement of Law in connection with the creation subsequent to the Closing Date in accordance with Section 5.4 of a security interest in the Capital Stock of any Material Subsidiary which is an Insurance Subsidiary. Each Loan Document has been duly executed and delivered by a Credit on behalf of each Loan Party which is a party thereto will be duly executed and delivered by such Credit Partythereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party which is a party to such Credit Documents (thereto, enforceable against each Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law). (b) Under the laws of Bermuda in force at the date hereof, none of the Borrowers nor any Subsidiary Guarantor will be required to make any deduction or withholding from any payment it may make hereunder or under the Notes. (c) Under the laws of Bermuda, the claims of the Collateral Agent and the Lenders against each Borrower and each Subsidiary Guarantor under this Agreement and the Notes will rank at least pari passu with the claims of all its other unsecured creditors, except creditors whose claims are preferred solely by any bankruptcy, insolvency or other similar law andof general application governing the enforcement of creditors' rights. (d) In any proceedings taken in Bermuda in relation to this Agreement, the choice of New York law as the governing law of this Agreement, and any judgment obtained in the case United States, will be recognized and enforced. (e) Under the laws of Bermuda it is not necessary that this Agreement, the Notes or any Alternate Currency Revolving other Loan Borrower organized Document be filed, recorded or enrolled with any court or other authority in such jurisdiction or that any jurisdictionstamp, subject to registration or similar tax be paid on or in relation with this Agreement, the Notes or such other reservations set forth on Schedule V as to such jurisdiction)Loan Document.

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporateBorrower, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporateorganizational action to authorize the execution, partnershipdelivery and performance of the Loan Documents to which it is a party and, limited liability company in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or trust actionauthorization of, as appropriatefiling with, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement notice to or other comparable governing documentsact by or in respect of, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitratorany other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 5.4, 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 5.19 and (iii) those consents, authorizations, filings and notices the extent that any such violationfailure of which to make or obtain, individually or in the aggregate, would could not reasonably be expected to have result in a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have . Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to each Loan Party thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionBorrower and each Pledgor has the corporate power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby Borrower, to obtain extensions of credit hereunder. The Borrower and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by each Pledgor has taken all necessary corporateorganizational action to authorize the execution, partnershipdelivery and performance of the Loan Documents to which it is a party and, limited liability company in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or trust actionauthorization of, as appropriatefiling with, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement notice to or other comparable governing documentsact by or in respect of, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitratorany other Person is required by or on behalf of any Loan Party in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect (excluding the approval referred to in section B.3 of Schedule 3.4) and (ii) where the extent that any failure to have obtained or made such violationconsents, individually or authorizations, filings and notices could not, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have . Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of the Borrower and each Pledgor (as applicable). This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations obligation of the Borrower and each Pledgor (as applicable) of ), enforceable against the Credit Parties party to Borrower or such Credit Documents (enforceable Pledgor in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Credit Loan Party of the Credit Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Loan Party’s corporate, partnership, limited liability company company, partnership or trust other similar powers, as appropriateapplicable; (ii) have been or, at the time of delivery thereof pursuant to Article III, will have been duly authorized by all necessary corporate, partnership, limited liability company corporate or trust other entity action, as appropriate, including, without limitation, including the consent of stockholdersshareholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Loan Party’s or any of its Subsidiary’s Subsidiaries’ respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documentsConstituent Documents, (B) violate any other applicable Requirement of Law applicable to any Loan Party (including, without limitation, including Regulations T, U and X of the Board of Governors of the Federal Reserve SystemBoard), or any order or decree of any Governmental Authority or arbitrator, except arbitrator applicable to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectLoan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its SubsidiariesLoan Party, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets property of any Credit Loan Party (other than any Lien securing the Obligations or any Customary Permitted Liens), except in the case of its Subsidiariesclauses (B) and (C), where such violation could not reasonably be expected to result in a Material Adverse Effect; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 and which have been prior to the Effective Date, obtained or made, copies of which have been delivered to the Administrative Agent and each of which is in full force and effect. (b) This Agreement and the Guaranty have been, and each of the other Credit Loan Documents when executed and delivered by a Credit Party which is a party thereto will be have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by such Credit Partyeach Loan Party thereto. This Agreement and the Guaranty are, and the other Credit Loan Documents will be, when executed by delivered hereunder, the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to each Loan Party thereto, enforceable against such Credit Documents (enforceable Loan Party in accordance with its terms terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction)remedies generally.

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party will have the power and authority under its constitutive documents, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and prior to the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree execution of any Governmental Authority or arbitratorsuch Loan Documents, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptsubject, in the case of this clause (y)a Subsidiary Guarantor or a Specified Subsidiary, to the extent that final proviso to each such definition. The Borrower has the power and authority under its constitutive documents, and the legal right, to obtain extensions of credit under the Term Loan B Commitments. Each Loan Party will have taken all necessary organizational action under its constitutive documents to authorize the execution, delivery and performance of the Loan Documents to which it is a party prior to the execution of any such conflictLoan Documents, breachsubject, termination in the case of a Subsidiary Guarantor or accelerationa Specified Subsidiary, individually to the final proviso to each such definition. The Borrower has taken all necessary organizational action under its constitutive documents to authorize the extensions of credit under the Term Loan B Commitments on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson is required in connection with the extensions of credit hereunder or with the execution, other than those delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents by or on behalf of the Loan Parties, except (i) consents, authorizations, filings and notices described in Schedule 4.25, which consents, authorizations, filings and notices shall be obtained or made and shall be in full force and effect as of the Closing Date (except that no such filings will have been obtained or mademade with respect to certain real and personal property excluded from the Collateral under the Security Documents) and (ii) the filings referred to in Section 4.40. This Agreement has been, and each other Loan Document as of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto its date will be be, duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of any Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and the consummation performance of the transactions contemplated hereby Loan Documents to which it is a party and, in the case of any Borrower, to authorize the extensions of credit on the terms and thereby: (i) are within such Credit Party’s corporateconditions of this Agreement. No consent or authorization of, partnershipfiling with, limited liability company notice to or trust powersother act by or in respect of, as appropriate; (ii) have been duly authorized by all necessary corporateany Governmental Authority, partnershipFINRA or any other Person is required in connection with the extensions of credit hereunder or with the execution, limited liability company delivery, performance, validity or trust action, as appropriate, including, without limitation, the consent enforceability of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s this Agreement or any of its Subsidiary’s respective declaration of trustthe Loan Documents, certificate of incorporation except (a) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documentsmade and are in full force and effect, (Bb) violate any the filings referred to in Section 3.17 or (c) such other applicable Requirement of Law (includingconsents, without limitationauthorizations, Regulations T, U filings and X of notices the Board of Governors of the Federal Reserve System), failure to receive or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, make would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have . Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Credit Party the Borrower of this Agreement and the Credit other Related Documents to which it is a party party, and the consummation creation and perfection of the transactions contemplated hereby all Liens and thereby: ownership interests provided for herein and therein: (i) are within such Credit Partythe Borrower’s corporate, partnership, limited liability company or trust powers, as appropriate; corporate power; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; other actions; (iii) do not and will not (A) contravene any Credit Partyprovision of the Borrower’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, bylaws; (Biv) do not violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System)law or regulation, or any order or decree of any court or Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would Authority; (v) do not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach ofcontravene, or constitute a cause Borrower or Originator to be in default under, any contractual restriction contained in any indenture, loan or result in or permit the termination or acceleration ofcredit agreement, (x) any material indenturelease, mortgage, security agreement, bond, note, instrument note or any other material agreement or instrument binding on or affecting Borrower or Originator or its property; (yvi) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would do not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien Adverse Claim upon any of the Assets property of any Credit Party the Borrower or any of its SubsidiariesOriginator; and and (ivvii) do not require the consent of, authorization by, or approval of, notice to, or filing or registration with, of any Governmental Authority or any other Person, other than except those which have been obtained duly obtained, made or made, and each of which is complied with prior to the Effective Date as provided in full force and effect. (b) This Agreement and Section 3.01(b). The exercise by each of the other Credit Documents when executed Borrower, the Lenders, the Managing Agents or the Administrative Agent of any of its rights and delivered by a Credit Party remedies under any Related Document to which it is a party thereto do not require the consent or approval of any Governmental Authority or any other Person, except those which will be have been duly obtained, made or complied with prior to the Closing Date as provided in Section 3.01(b). At or prior to the Effective Date, each of the Related Documents to which the Borrower is a party shall have been duly executed and delivered by the Borrower and each such Credit Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will Related Document shall then constitute a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to such Credit Documents (Borrower enforceable against it in accordance with its terms subject terms, subject, as to enforceability, to (A) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforceability of creditors’ rights generally and subject to (B) general principles of equityequitable principles, regardless of whether considered applied in a proceeding in equity or at law and, or in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction)equity.

Power; Authorization; Enforceable Obligations. (a) The executionEach Facility Party has the corporate or other necessary power and authority, delivery and performance by each Credit Party of the Credit legal right to execute, deliver and perform the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)the Borrower, to obtain extensions of credit hereunder, and has taken all necessary corporate or other action to authorize the extent that any such conflictborrowings and other actions on the terms and conditions of this Agreement and to authorize the execution, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any delivery and performance by it of the Assets of any Credit Party Transaction Documents to which it is a party. No consent, approval, licenses, validation or any of its Subsidiaries; and (iv) do not require the consent authorization of, authorization byfiling, approval ofrecording or registration with, notice to, exemption by or filing other similar act by or registration within respect of, any Governmental Authority or any other PersonPerson (including, without limitation, any stockholder, certificateholder or creditor of any Facility Party or any of their respective Subsidiaries) is required to be obtained or made by or on behalf of any Facility Party in connection with the borrowings or other than those extensions of credit hereunder, the execution, delivery, performance, validity or enforceability by or against it of the Transaction Documents or the exercise of the rights and remedies of the Agent, the Collateral Agent or any other Protected Party pursuant to this Agreement or any other Loan Document, except for (i) consents, authorizations, notices and filings disclosed in Schedule 5.02, all of which have been obtained or made, (ii) filings to perfect and maintain the perfection of the Liens created by the Collateral Documents and (iii) consents, authorizations, notices and filings in connection with the disposal of Collateral required by laws affecting the offering and sale of securities. This Agreement has been, and each other Transaction Document to which any Facility Party is a party will be, duly executed and delivered on behalf of which is in full force and effect. (b) such Person. This Agreement constitutes, and each of the other Credit Documents Transaction Document to which any Facility Party is a party when executed and delivered by will constitute, a Credit Party which is a party thereto will be duly executed and delivered by such Credit Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to each Facility Party thereto, enforceable against such Credit Documents (enforceable Person in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general by equitable principles of equity, general applicability (regardless of whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause the Company (yor any Affiliate borrower), to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the extent that execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Company (or any such conflictAffiliate borrower), breachto authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, termination filing with, notice to or acceleration, individually other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson is required in connection with the extensions of credit hereunder or with the execution, other than those delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made, made and each of which is are in full force and effect. effect and the consents described in Section 6.10(a) and (bii) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be filings referred to in Section 5.19. Each Loan Document has been duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the organizational power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporateBorrower, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporateorganizational and other action to authorize the execution, partnershipdelivery and performance of the Loan Documents to which it is a party and, limited liability company in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or trust actionauthorization of, as appropriatefiling with, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement notice to or other comparable governing documentsact by or in respect of, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitratorany other Person is required in connection with the Transactions or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except to (a) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been, or will be, obtained or made and are in full force and effect on or before the extent Closing Date, and all applicable waiting periods shall have expired, in each case without any action being taken by any Governmental Authority that would restrain, prevent or otherwise impose adverse conditions on the Transactions, other than any such violationconsent, individually or in authorizations, filings and notices the aggregate, would absence of which could not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be filings referred to in Section 5.19. Each Loan Document has been duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the requisite power and authority to make, delivery deliver and performance by each Credit Party of perform the Credit Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporateBorrowers, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by to borrow hereunder. Each Loan Party has taken all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement corporate or other comparable governing documentsaction to authorize the execution, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U delivery and X performance of the Board of Governors Loan Documents to which it is a party and, in the case of the Federal Reserve System)Borrowers, to authorize the borrowings on the terms and conditions of this Agreement. No consent or any order authorization of, filing with, notice to, approval or decree of other act by or in respect of, any Governmental Authority or arbitratorany other Person is required in connection with (a) the borrowings hereunder, except (b) the execution, delivery, performance, validity or enforceability against any Loan Party of this Agreement or any of the other Loan Documents, (c) the grant by any Loan Party of the Liens granted by it pursuant to the extent that Collateral Documents, (d) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof or after the Specified Refinancing Effective Date solely with respect to Term Loan Priority Collateral, a perfected second priority Lien) or (e) the exercise by the Administrative Agent or any such violationLender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except, in each case, (i) consents, authorizations, filings and notices described in Schedule 5.2, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect (except as noted on Schedule 5.2), (ii) the filings referred to in Section 5.18, (iii) in the case of any authorization, approval, action, notice or filing from or with a Person other than a Governmental Authority, the failure to have could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and and (iv) do not require for matters that may be required after the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority Closing Date in the ordinary course of conducting the business of the Parent Borrower or any other Person, other than those which have Subsidiary thereof. Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party that is a party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party that is a party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally Debtor Relief Laws and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Credit Party Each of the Credit Documents to which it is a party and Parties has the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powersother necessary power and authority, as appropriate; (ii) have been duly authorized by all necessary corporateand the legal right, partnershipto execute, limited liability company or trust action, as appropriate, including, without limitation, deliver and perform the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except Transaction Documents to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have which it is a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptparty and, in the case of this clause (y)the Borrower, to obtain extensions of credit hereunder, and has taken all necessary corporate, partnership or limited liability action to authorize the extent that any such conflictborrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, breachdelivery and performance of the Transaction Documents to which it is a party. No consent or authorization of, termination filing with, notice to or acceleration, individually other similar act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson is required to be obtained or made by or on behalf of any Credit Party in connection with the borrowings or other extensions of credit hereunder or with the execution, other than those delivery, performance, validity or enforceability of the Transaction Documents, except for (i) consents, authorizations, notices and filings disclosed in Schedule 5.02, all of which have been obtained or made, and each of which is in full force and effect. (bii) filings to perfect the Liens created by the Collateral Documents. This Agreement has been, and each other Transaction Document to which Holdings or any of the its Subsidiaries is a party will be, duly executed and delivered on behalf of such Person. This Agreement constitutes, and each other Transaction Document to which any Credit Documents Party or Holdings is a party when executed and delivered by will constitute, a Credit Party which is a party thereto will be duly executed and delivered by such Credit Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) obligation of each Credit Party thereto and, to the Credit Parties party to knowledge of Holdings and the Borrower enforceable against each such Credit Documents (enforceable Person in accordance with its terms subject to terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to general (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of equity, general applicability (regardless of whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party --------------------------------------------- has the power and authority, delivery and performance by the legal right, to make, deliver and perform each Credit Party of the Credit Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene to grant any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptsecurity interests provided for therein and, in the case of this clause (y)the Borrower, to borrow hereunder, and has taken all necessary action to authorize the extent that any such conflictexecution, breachdelivery and performance of each of the Loan Documents to which it is a party and, termination in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. Except as set forth on Schedule 5.4, no consent ------------ or accelerationauthorization of, individually filing with, notice to or other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person (including any partner or shareholder of any Loan Party or any Affiliate of any Loan Party) is required to be obtained or made by any Loan Party or any other Person, in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents other than those which (a) the recording of the Mortgages required by Section 6.1(t) or Section 7.9 and the filings and notices -------------- ----------- required by the Pledge Agreements and Security Agreements and (b) such as have been obtained or made, made and each of which is are in full force and effect. effect or which are immaterial. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person (bincluding any partner or shareholder of any Loan Party or any Affiliate of any Loan Party) This Agreement and each is required to be obtained or made by any Loan Party or any Subsidiary of any Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents other Credit Documents when executed than such as have been obtained or made and delivered by a Credit are in full force and effect or which are immaterial. Each Loan Document to which each Loan Party which is a party thereto will be has been duly executed and delivered by on behalf of each such Credit Loan Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute Each Loan Document constitutes a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to each Loan Party thereto enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium or and other similar laws relating to or affecting creditors’ ' rights generally and subject to generally, general equitable principles of equity, regardless of (whether considered in a proceeding in equity or at law and, in the case law) and an implied covenant of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction)good faith and fair dealing.

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement and to authorize the other Transactions. (b) No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 3.15. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the consummation of the transactions contemplated hereby Transactions, except (x) Governmental Approvals, consents, authorizations, filings and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) notices that have been duly authorized by all necessary corporateobtained or made and are in full force and effect, partnership, limited liability company or trust action, as appropriate, including, without limitation, (y) the consent of stockholders, general and/or limited partners filings referred to in Section 3.15 and members where required; (iii) do not and will not (A) contravene any Credit Party’s those, the failure of which to obtain or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, make would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (bc) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be Each Loan Document has been duly executed and delivered by such Credit on behalf of each applicable Loan Party. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to each applicable Loan Party, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the requisite power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby Borrower, to incur the Loans hereunder, and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by each Loan Party has taken all necessary corporatecorporate action to authorize the execution, partnershipdelivery and performance of the Loan Documents to which it is a party and, limited liability company in the case of the Borrower, to incur the Loans on the terms and conditions of this Agreement and any Notes. No consent or trust actionauthorization of, as appropriatefiling with, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement notice to or other comparable governing documentssimilar act by or in respect of, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitratorany other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of the Borrower, with the incurrence of the Loans hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the extent that Effective Date, (b) filings to perfect the Liens created by the Security Documents, (c) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Borrower and its Subsidiaries the Obligor in respect of which is the United States of America or any such violationdepartment, individually agency or in instrumentality thereof and (d) consents, authorizations, notices and filings which the aggregate, failure to obtain or make would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (b) . This Agreement and each of the other Credit Documents when has been duly executed and delivered by a Credit the Borrower, and each other Loan Document to which any Loan Party which is a party thereto will be duly executed and delivered by on behalf of such Credit Loan Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute constitutes a legal, valid and binding obligations (as applicable) obligation of the Credit Parties Borrower, and each other Loan Document to which any Loan Party is a party to when executed and delivered will constitute a legal, valid and binding obligation of such Credit Documents (Loan Party, enforceable against such Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the corporate or other organizational power and authority, delivery and performance by each Credit Party of the Credit 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. (b) Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and the consummation performance of the transactions contemplated hereby Loan Documents to which it is a party and, in the case of each Borrower, to authorize the Borrowings on the terms and thereby:conditions of this Agreement. (ic) are within such Credit Party’s corporateNo consent or authorization of, partnershipfiling with, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement notice to or other comparable governing documentsact by or in respect of, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitratorany other Person is required in connection with the Transaction and the Borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect or will have been obtained or made and be in full force and effect on the Merger Effective Time or (ii) where the failure to the extent that any obtain such violationconsent or authorization, individually or failure to file or provide notice would not, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (bd) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be Each Loan Document has been duly executed and delivered by such Credit Party. on behalf of each Loan Party that is a party thereto. (e) This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party that is a party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and thereby: performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) (x) Governmental Approvals, consents, authorizations, filings and notices have been obtained or made and are within such Credit in full force and effect or (y) the Loan Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except failure to the extent that any such violation, individually or in the aggregate, so obtain would not reasonably be expected to have a Material Adverse Effect, (Cii) conflict the filings referred to in Section 4.19 (and subsequent filings and recordings with respect to registered or result in applied-for Intellectual Property acquired by the breach of, or constitute a default under, or result in or permit Loan Parties after the termination or acceleration of, Closing Date) and (xiii) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any recording of the Assets transfer of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have registrations and applications for Intellectual Property upon foreclosure. Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto Loan Document upon execution and thereto delivery will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the organizational power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporateBorrower, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporateorganizational and other action to authorize the execution, partnershipdelivery and performance of the Loan Documents to which it is a party and, limited liability company in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or trust actionauthorization of, as appropriatefiling with, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement notice to or other comparable governing documentsact by or in respect of, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitratorany other Person is required in connection with the transactions contemplated by the Loan Documents or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except the filings referred to in Section 4.19 which filings have been, or will be, obtained or made and are in full force and effect on or before the extent Closing Date, and all applicable waiting periods shall have expired, in each case without any action being taken by any Governmental Authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents, other than any such violationconsent, individually or in authorizations, filings and notices the aggregate, would absence of which could not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have . Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general principles of equity, regardless of equity (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and thereby: performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described on Schedule 4.4, which Governmental Approvals, consents, authorizations, filings and notices have been obtained or made and are within such Credit Party’s corporatein full force and effect, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners filings referred to in Section 4.19 and members where required; (iii) do not Governmental Approvals, consents, authorizations, filings and will not (A) contravene any Credit Party’s notices, the failure of which to obtain, make or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, give would not reasonably be expected to have result in a Material Adverse Effect. Each Loan Document, (C) conflict with or result in the breach ofwhen delivered hereunder, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which will have been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents Loan Document when executed by the Credit Parties party hereto and thereto so delivered will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally and subject to or by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporateBorrower, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporateorganizational action to authorize the execution, partnershipdelivery and performance of the Loan Documents to which it is a party, limited liability company including the granting of Liens pursuant to the Security Documents, and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or trust actionauthorization of, as appropriatefiling with, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement notice to or other comparable governing documentsact by or in respect of, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitratorany other Person is required in connection with the extensions of credit hereunder or with the execution, delivery and performance of this Agreement or any of the other Loan Documents by each Loan Party, except (a) consents, authorizations, filings and notices which have been obtained or made and are in full force and effect (the “Required Approvals”), (b) the filings referred to the extent that any such violationin Section 4.17, individually (c) consents, authorizations, filings and notices required by securities, regulatory or other applicable law in the aggregateconnection with an exercise of remedies and (d) consents, authorizations, filings and notices which, if not obtained or made, would not reasonably be expected to have result in a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have . Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto, as applicable. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (obligation of each Loan Party party thereto, as applicable) of the Credit Parties party to , enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporateBorrower, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporateorganizational action to authorize the execution, partnershipdelivery and performance of the Loan Documents to which it is a party, limited liability company including the granting of Liens pursuant to the Security Documents, and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or trust actionauthorization of, as appropriatefiling with, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement notice to or other comparable governing documentsact by or in respect of, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitratorany other Person is required in connection with the extensions of credit hereunder or with the execution, delivery and performance of this Agreement or any of the other Loan Documents by each Loan Party, except (a) consents, authorizations, filings and notices which have been obtained or made and are in full force and effect (the “Required Approvals”), (b) the filings referred to the extent that any such violationin Section 4.22, individually (c) consents, authorizations, filings and notices required by securities, regulatory or other applicable law in the aggregateconnection with an exercise of remedies and (d) consents, authorizations, filings and notices which, if not obtained or made, would not reasonably be expected to have result in a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have . Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto, as applicable. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (obligation of each Loan Party party thereto, as applicable) of the Credit Parties party to , enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Credit Loan Party of the Credit Loan Documents to which it is a party and the consummation of the transactions related to the financing contemplated hereby and therebyhereby: (i) are within such Credit Loan Party’s 's corporate, partnership, limited liability company partnership or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company partnership or trust action, as appropriate, including, without limitation, the consent of stockholders, stockholders and general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Loan Party’s 's or any of its Subsidiary’s Subsidiaries' or Eligible Joint Ventures' respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Loan Party or any of its SubsidiariesSubsidiaries or Eligible Joint Ventures, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets property of any Credit Loan Party or any of its SubsidiariesSubsidiaries or Eligible Joint Ventures; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or mademade and copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3. 1, and each of which is on the Restatement Effective Date will be in full force and effect. (b) This Agreement has been, and each of the other Credit Loan Documents when executed and delivered by a Credit Party which is a party thereto has been, or will be have been upon delivery thereof pursuant to Section 3.1, duly executed and delivered by such Credit Partyeach Loan Party thereto. This Agreement is, and the other Credit Loan Documents are or will be, when executed by delivered hereunder, the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to such Credit Documents (each Loan Party thereto, enforceable against it in accordance with its terms subject except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws affecting creditors’ the enforcement of creditor's rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction)remedies generally.

Power; Authorization; Enforceable Obligations. (ai) The Holdings, each Incremental Borrower and each other Loan Party has the corporate or other organizational power and authority, and the legal right, to enter into, make, deliver and perform this Amendment and, in the case of the Incremental Borrowers, to obtain and, in the case of the Guarantors, to guarantee, extensions of credit hereunder and under the Credit Agreement. Holdings, each Incremental Borrower and each other Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance by each Credit Party of this Amendment and, in the case of the Credit Documents Incremental Borrowers, to which it is a party authorize the extensions of credit and, in the case of the Guarantors, the guarantee thereof, on the terms and conditions of this Amendment and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate;Agreement. (ii) No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance and validity or (under the laws of England and Wales or Luxembourg) to make admissible this Amendment in the courts of England and Wales or Luxembourg, except (i) Governmental Approvals, consents, authorizations, filings and notices that have been duly authorized by all necessary corporateobtained or made and are in full force and effect, partnership(ii) the filings referred to in Section 4.15 of the Credit Agreement, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not the Perfection Requirements and will not (Aiv) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, as would not reasonably be expected to have result in a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (biii) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be Amendment has been duly executed and delivered by such Credit on behalf of Holdings, each Incremental Borrower and each other Loan Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute Amendment constitutes a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to such Credit Documents (Holdings, each Incremental Borrower and each other Loan Party, enforceable against Holdings, each Incremental Borrower and each other Loan Party in accordance with its terms subject to applicable bankruptcyterms, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and, in the case of except as enforceability may be limited by any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction)Legal Reservations.

Power; Authorization; Enforceable Obligations. (a) The executionEach Facility Party has the corporate or other necessary power and authority, delivery and performance by each Credit Party of the Credit legal right to execute, deliver and perform the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)the Borrower, to obtain extensions of credit hereunder, and has taken all necessary corporate or other action to authorize the extent that any such conflictborrowings and other actions on the terms and conditions of this Agreement and to authorize the execution, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any delivery and performance by it of the Assets of any Credit Party Transaction Documents to which it is a party. No consent, approval, licenses, validation or any of its Subsidiaries; and (iv) do not require the consent authorization of, authorization byfiling, approval ofrecording or registration with, notice to, exemption by or filing other similar act by or registration within respect of, any Governmental Authority or any other PersonPerson (including, without limitation, any stockholder, certificateholder or creditor of any Facility Party or any of their respective Subsidiaries) is required to be obtained or made by or on behalf of any Facility Party in connection with the borrowings or other than those extensions of credit hereunder, the execution, delivery, performance, validity or enforceability by or against it of the Transaction Documents or the exercise of the rights and remedies of the Agent, the Collateral Agent or any other Protected Party pursuant to this Agreement or any other Loan Document, except for (i) consents, authorizations, notices and filings disclosed in Schedule 5.02, all of which have been obtained or made, (ii) filings to perfect and maintain the perfection of the Liens created by the Collateral Documents and (iii) consents, authorizations, notices and filings in connection with the disposal of Collateral required by laws affecting the offering and sale of securities. This Agreement has been, and each other Transaction Document to which any Facility Party is a party will be, duly executed and delivered on behalf of which is in full force and effect. (b) such Person. This Agreement constitutes, and each of the other Credit Documents Transaction Document to which any Facility Party is a party when executed and delivered by will constitute, a Credit Party which is a party thereto will be duly executed and delivered by such Credit Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Facility Party party to thereto, enforceable against such Credit Documents (enforceable Person in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to general by equitable principles of equity, general applicability (regardless of whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The Such Borrower has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and to borrow and obtain the making of the Loans. Such Borrower has taken all necessary action to authorize the execution, delivery and performance by each Credit Party it of the Credit Documents Loan Documents. No consent or authorization of, filing with, notice to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documentsact by or in respect of, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitratorany other Person is required to be obtained or made by such Borrower in connection with, except the making of the Loans, or by such Borrower in connection with the execution, delivery or performance by such Borrower of the Loan Documents or the validity or enforceability with respect to or against it of the extent that any such violation, individually Loan Documents or in connection with the aggregatecontinuing operations of such Borrower other than (a) the recordation of the Mortgages, would (b) consents, authorizations and filings in connection with enforcement of the Loan Documents, (c) consents, permits and authorizations specified on SCHEDULES 3.4 OR 3.21 or related to those Loan Documents identified in Sections 5.9(a) and (b), and (d) consents the absence of which could not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made. This Agreement has been, and each other Loan Document will be, duly executed and delivered on behalf of such Borrower which is in full force and effect. (b) a party. This Agreement constitutes, and each of the other Credit Documents Loan Document to which such Borrower is a party when executed and delivered by will constitute, a Credit Party which is a party thereto will be duly executed and delivered by such Credit Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) obligation of the Credit Parties such Borrower which is a party to enforceable against such Credit Documents (enforceable Person in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. Each Group Member (aother than any Immaterial Subsidiary) The executionhas the organizational power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)the Borrower, to obtain extensions of credit under this Agreement and issue and sell the extent that Senior Secured Notes. Each Group Member (other than any such conflictImmaterial Subsidiary) has taken all necessary organizational action to authorize the execution, breachdelivery and performance of the Loan Documents and Related Agreements to which it is a party and, termination in the case of the Borrower, to authorize the extensions of credit under this Agreement and issue and sell the Senior Secured Notes. No consent or accelerationauthorization of, individually filing with, notice to or other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson is required in connection with the extensions of credit hereunder, other than those the issuance and sale of the Senior Secured Notes or the execution, delivery, performance, validity or enforceability of the Loan Documents or Related Agreements except (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made, made and each of which is are in full force and effect. effect and (bii) This the filings referred to in Section 4.19. Each Loan Document and Related Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be has been duly executed and delivered by such Credit Partyon behalf of each Group Member party thereto. This Agreement constitutes, each other Loan Document upon execution will constitute, and each Related Agreement constitutes, the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Group Member party to thereto, enforceable against such Credit Documents (enforceable Group Member in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Credit Loan Party of the Credit Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Loan Party’s corporate, partnership, limited liability company company, partnership or trust other similar powers, as appropriateapplicable; (ii) have been or, at the time of delivery thereof pursuant to Article III, will have been duly authorized by all necessary corporate, partnership, limited liability company corporate or trust other entity action, as appropriate, including, without limitation, including the consent of stockholdersshareholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Loan Party’s or any of its Subsidiary’s Subsidiaries’ respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documentsConstituent Documents, (B) violate any other applicable Requirement of Law applicable to any Loan Party (including, without limitation, including Regulations T, U and X of the Board of Governors of the Federal Reserve SystemBoard), or any order or decree of any Governmental Authority or arbitrator, except arbitrator applicable to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectLoan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its SubsidiariesLoan Party, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets property of any Credit Loan Party (other than any Lien securing the Obligations or any Customary Permitted Liens), except in the case of its Subsidiariesclauses (B) and (C), where such violation could not reasonably be expected to result in a Material Adverse Effect; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 and which have been prior to the Original Effective Date, obtained or made, copies of which have been delivered to the Administrative Agent and each of which is in full force and effect. (b) This Agreement and the Guaranty have been, and each of the other Credit Loan Documents when executed and delivered by a Credit Party which is a party thereto will be have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by such Credit Partyeach Loan Party thereto. This Agreement and the Guaranty are, and the other Credit Loan Documents will be, when executed by delivered hereunder, the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to each Loan Party thereto, enforceable against such Credit Documents (enforceable Loan Party in accordance with its terms terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction)remedies generally.

Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Credit Loan Party of the Credit Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Loan Party’s 's corporate, partnership, limited liability company company, partnership or trust other powers, as appropriate; (ii) have been or at the time of delivery thereof pursuant to Article III will have been duly authorized by all necessary corporate, partnership, partnership or limited liability company or trust action, as appropriate, including, without limitation, including the consent of stockholdersshareholders, general and/or limited partners and or members where required; (iii) do not and will not (A) contravene any Credit Loan Party’s 's or any of its Subsidiary’s Subsidiaries' respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documentsConstituent Documents, (B) violate any other applicable Requirement of Law applicable to any Loan Party (including, without limitation, including Regulations T, U and X of the Board of Governors of the Federal Reserve SystemBoard), or any order or decree of any Governmental Authority or arbitrator, except arbitrator applicable to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectLoan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Loan Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets property of any Credit Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 and which have been or will be, prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Agent pursuant to Section 3.1, and each of which is on the Effective Date will be in full force and effecteffect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents. (b) This Agreement has been, and each of the other Credit Loan Documents when executed and delivered by a Credit Party which is a party thereto will be have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by such Credit Partyeach Loan Party thereto. This Agreement is, and the other Credit Loan Documents will be, when executed by delivered hereunder, the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against such Credit Documents (enforceable Loan Party in accordance with its terms subject to applicable terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting creditors’ the enforcement of creditor's rights generally and subject to the application of general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction)law.

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party --------------------------------------------- has the organizational power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)the Borrower, to borrow hereunder. Each Loan Party has taken all necessary organizational action to authorize the extent that any such conflictexecution, breachdelivery and performance of the Loan Documents to which it is a party and, termination in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No material consent or accelerationauthorization of, individually filing with, notice to or other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson (collectively, other than those "Approvals") is required in connection with the City Truck Acquisition or the Stone Acquisition and the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Approvals with respect to the City Truck Acquisition described in Schedule 4.4, which Approvals have been obtained or made, made and each of which is are in full force and effect. effect (b) This Agreement and each or, in the case of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto Stone Acquisition, such Approvals as will be obtained or made prior to the consummation thereof) and (ii) the filings referred to in Section 4.19. Each Loan Document has been duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power (acorporate or otherwise) The executionand authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)the Borrower, to borrow hereunder. Each Loan Party has taken all necessary action (corporate or otherwise) to authorize the extent that any such conflictexecution, breachdelivery and performance of the Loan Documents to which it is a party and, termination in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or accelerationauthorization of, individually filing with, notice to or other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson is required in connection with the Acquisition and the borrowings hereunder or with the execution, other than those delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices which have been or will be obtained or made, made and each of which is are in full force and effect. effect on the RestatementFirst Amendment Effective Date, (bii) This Agreement the filings referred to in Section 4.19, (iii) filings with the SEC on Form 8-K that may be required to be made following the execution and each of delivery hereof in connection herewith and in connection with the other Credit Documents when executed Acquisition, (iv) landlord’s consents in connection with the Acquisition and delivered by a Credit Party which is a party thereto will be (v(iv) immaterial consents, authorizations, filings and notices. Each Loan Document has been duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)the Borrower, on and after the Funding Date, and each Foreign Subsidiary Borrower, on or after the Foreign Subsidiary Borrower Closing Date applicable to each such Foreign Subsidiary Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the extent that any such conflictexecution, breachdelivery and performance of the Loan Documents to which it is a party and, termination in the case of the Borrower and the Foreign Subsidiary Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or accelerationauthorization of, individually filing with, notice to or other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson is required in connection with (A) the extensions of credit hereunder, other than those (B) the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents or, (C) as of the Funding Date, the Acquisition, except (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made, made and each of which is are in full force and effect. (b) This Agreement effect and each in the case of the other Credit Documents when executed Acquisition only, such consents, authorizations, filings and delivered by notices that are not material to the consummation of the Acquisition, the continuing operations of the Group Members, taken as a Credit Party which is a party thereto will be whole, and the transactions and financing contemplated hereby and (ii) the filings referred to in Section 4.19. Each Loan Document has been duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Credit Party of the Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect Subsidiaries or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when has been duly executed and delivered by a each Credit Party which is a party thereto will be duly executed and delivered by such Credit Partythereto. This Agreement and each other Document constitutes the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) obligation of the each Credit Parties Party which is a party to such Credit Documents (thereto, enforceable against it in accordance with its terms subject except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws affecting creditors’ the enforcement of creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction)remedies generally.

Power; Authorization; Enforceable Obligations. (a) The executionEach Borrower Party has the power and authority and the legal right to make, delivery deliver and performance by perform each Credit Party of the Credit Documents Loan Document to which it is a party and the consummation of the transactions contemplated hereby Borrower has power and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by authority to borrow hereunder and has taken all necessary corporateaction to authorize the borrowings on the terms and conditions of this Agreement and to authorize the execution, partnershipdelivery and performance of this Agreement and the other Loan Documents to which it is a party. No approval, limited liability company consent, exemption or trust actionauthorization of, as appropriatefiling with, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement notice to or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), act by or any order or decree in respect of any Governmental Authority is necessary or arbitratorrequired in connection with the borrowings hereunder or with the execution, except to the extent that any such violationdelivery, individually performance, validity or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation enforceability of any Credit Party this Agreement or any of its Subsidiariesthe other Loan Documents; provided, excepthowever, in the case of this clause (y), that with respect to the extent that obligations under the Bridge Loan Documents (and so long as any such conflictobligations remain outstanding) all approvals, breachconsents, termination exemptions or accelerationauthorizations of, individually filings with, notices to or other acts by or in respect of any Governmental Authority which are necessary or required in connection with the aggregateOxford Acquisition, would the borrowings under the Bridge Loan Documents or with the execution, delivery, performance, validity or enforceability of the Bridge Loan Documents, or are advisable within the reasonable discretion of Administrative Agent, have been obtained, except where (i) the failure to obtain such approval will not reasonably be expected to have a Material Adverse Effect and (ii) all applicable waiting periods have expired without any enforcement action being taken or (D) result in the creation or imposition of threatened by any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any such Governmental Authority or any other Person, other than those which Authority. The Loan Documents have been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit each Borrower Party. This Agreement , and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to such Credit Documents (each Borrower Party, enforceable against each Borrower Party in accordance with its terms subject to their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting the enforcement of creditors’ ' rights generally and subject or by equitable principles relating to general principles of equity, regardless of whether considered in a proceeding in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction)enforceability.

Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Credit Party Each of the Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporateBorrower, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitratorMaterial Subsidiaries and, except to the extent that any such violation, individually or in the aggregate, would inaccuracy of this representation and warranty could not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in each Subsidiary other than a Material Subsidiary has the breach ofpower and authority, or constitute and the legal right, to make, deliver and perform the Loan Documents to which it is a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptparty and, in the case of this clause (y)the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the extent that any such conflictexecution, breachdelivery and performance of the Loan Documents to which it is a party and, termination in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or accelerationauthorization of, individually filing with, notice to or other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson is required in connection with the extensions of credit hereunder or with the execution, other than those delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made, made and each of which is are in full force and effect. , (bii) This Agreement the filings referred to in Section 4.17 and each (iii) except as to Subsidiaries (other than Material Subsidiaries) to the extent that failure to obtain any such consent or authorization or make any such filing or notice could not relieve such Loan Party of its obligations under the other Credit Loan Documents when executed and delivered by a Credit Party to which it is a party thereto will or could not reasonably be expected to result in a Material Adverse Effect. Each Loan Document has been duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).”

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Co- Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and the consummation performance of the transactions contemplated hereby Loan Documents to which it is a party and, in the case of each Co-Borrower, to authorize the extensions of credit on the terms and thereby: 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 other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Part A of Schedule 4.4, which Governmental Approvals, consents, authorizations, filings and notices have been obtained or made and are within such Credit Party’s corporatein full force and effect, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporatethe filings referred to in Section 4.19, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not Governmental Approvals described in Part B of Schedule 4.4 and will not (Aiv) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trustapprovals, certificate of incorporation or formation or by-lawsconsents, regulationsexemptions, partnership agreement, operating agreement authorizations or other comparable governing documentsactions, (B) violate any other applicable Requirement of Law (includingnotices or filings, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except failure to the extent that any such violation, individually or in the aggregate, would obtain which could not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have . Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles and principles of equity, regardless of good faith and fair dealing (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any 66 Governmental Authority or any other Person is required in connection with the Acquisition and the consummation extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the transactions contemplated hereby and thereby: Loan Documents, except (i) are within such Credit Party’s corporateconsents, partnershipauthorizations, limited liability company filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices will have been obtained or trust powersmade on or before the Closing Date and will be in full force and effect on and after the Closing Date, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners filings referred to in Section 4.19 and members where required; (iii) do not consents, authorizations, filings and will not (A) contravene any Credit Party’s or any notices the absence of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violationwhich could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have . Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and thereby: performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 4.4, which Governmental Approvals, consents, authorizations, filings and notices have been obtained or made and are within such Credit Party’s corporatein full force and effect, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporatethe filings referred to in Section 4.19, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not Governmental Approvals described in Schedule 4.4, and will not (Aiv) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trustother Governmental Approvals, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that the failure to obtain any such violation, individually or in the aggregate, would Governmental Approval could not reasonably be expected to have result in a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have . Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party that is a party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party that is a party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Borrower Party has the power and authority and the legal right to make, delivery deliver and performance by perform each Credit Party of the Credit Documents Loan Document and Spinoff Document to which it is a party and Borrower has power and authority to Borrow and request the consummation issuance of the transactions contemplated hereby Letters of Credit hereunder and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by has taken all necessary corporateaction to authorize the Borrowings and other Extensions of Credit on the terms and conditions of this Agreement and to authorize the execution, partnershipdelivery and performance of this Agreement and the other Loan Documents and Spinoff Documents to which it is a party. No consent or authorization of, limited liability company or trust actionfiling with, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), act by or any order or decree in respect of any Governmental Authority Authority, is required in connection with the Borrowings and other Extensions of Credit hereunder or arbitratorwith the execution, except to delivery, performance, validity or enforceability of this Agreement, any of the extent that other Loan Documents or any such violationSpinoff Document, individually other than any consent or authorization of, filing with, or other act by or in respect of any Governmental Authority, the aggregate, failure of which to have been obtained on or before the date hereof would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which . The Loan Documents have been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Party. This Agreement each Borrower Party party thereto, and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to each such Credit Documents (Borrower Party, enforceable against each such Borrower Party in accordance with its terms subject to applicable bankruptcytheir respective terms. Upon the due execution and delivery by each Borrower Party party thereto, insolvencythe Spinoff Documents shall constitute a legal, reorganizationvalid and binding obligation of each such Borrower Party, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered enforceable against each such Borrower Party in a proceeding in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction)accordance with their respective terms.

Power; Authorization; Enforceable Obligations. (a) The executionEach Facility Party has the corporate or other necessary power and authority, delivery and performance by each Credit Party of the Credit legal right to execute, deliver and perform the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)the Borrower, to obtain extensions of credit hereunder, and has taken all necessary corporate or other action to authorize the extent that any such conflictborrowings and other actions on the terms and conditions of this Agreement and to authorize the execution, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any delivery and performance by it of the Assets of any Credit Party Transaction Documents to which it is a party. No consent, approval, licenses, validation or any of its Subsidiaries; and (iv) do not require the consent authorization of, authorization byfiling, approval ofrecording or registration with, notice to, exemption by or filing other similar act by or registration within respect of, any Governmental Authority or any other PersonPerson (including, without limitation, any stockholder, certificateholder or creditor of any Facility Party or any of their respective Subsidiaries) is required to be obtained or made by or on behalf of any Facility Party in connection with the borrowings or other than those extensions of credit hereunder, the execution, delivery, performance, validity or enforceability by or against it of the Transaction Documents or the exercise of the rights and remedies of the Agent or any Protected Party pursuant to this Agreement or any other Loan Document, except for (i) consents, authorizations, notices and filings disclosed in Schedule 5.02, all of which have been obtained or made, (ii) filings to perfect and maintain the perfection of the Liens created by the Collateral Documents and (iii) consents, authorizations, notices and filings in connection with the disposal of Collateral required by laws affecting the offering and sale of securities. This Agreement has been, and each other Transaction Document to which any Facility Party is a party will be, duly executed and delivered on behalf of which is in full force and effect. (b) such Person. This Agreement constitutes, and each of the other Credit Documents Transaction Document to which any Facility Party is a party when executed and delivered by will constitute, a Credit Party which is a party thereto will be duly executed and delivered by such Credit Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Facility Party party to thereto, enforceable against such Credit Documents (enforceable Person in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to general by equitable principles of equity, general applicability (regardless of whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and the consummation performance of the transactions contemplated hereby Loan Documents to which it is a party and, in the case of Borrower, to authorize the extensions of credit to be requested by and thereby: made to Borrower pursuant to the terms and conditions of this Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Part I of Schedule 4.4, which Governmental Approvals, consents, authorizations, filings and notices have been obtained or made and are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; in full force and effect; (ii) have been duly authorized by the third party consents described in Part II of Schedule 4.4, provided that the failure to obtain any or all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any such third party consents described in such Part II of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would Schedule 4.4 shall not reasonably be expected to have result in a Material Adverse Effect, ; and (Ciii) conflict with or result the filings referred to in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have Section 4.19. Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate (aor, in the case of any Loan Party which is not a corporation, such equivalent) The executionpower and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporateBorrowers, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by to borrow hereunder. Each Loan Party has taken all necessary corporatecorporate (or, partnershipin the case of any Loan Party which is not a corporation, limited liability company such equivalent) action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowers, to authorize the borrowings on the terms and conditions of this Agreement. No consent or trust actionauthorization of, as appropriatefiling with, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement notice to or other comparable governing documentsact by or in respect of, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitratorany other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect (other than such consents, authorizations, filings and notices the failure to the extent that any such violation, individually obtain or in the aggregate, would make which could not reasonably be expected to have a Material Adverse Effect, ) and (Cii) conflict with or result the filings referred to in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have Section 4.19. Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The Each of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Credit Documents to which it is a party, and in the case of the Borrower, to obtain extensions of credit hereunder, and has taken all necessary corporate or other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance by each Credit Party of the Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with the borrowings or other extensions of credit hereunder, with the execution, delivery, performance, validity or enforceability of the Credit Documents to which such Credit Party is a party and or with the consummation of the transactions contemplated hereby and thereby: Transaction, except for (i) are within consents, authorizations, notices and filings described in Schedule 6.4, all of which have been obtained or made or have the status described in such Credit Party’s corporateSchedule 6.4, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except filings to release Liens to the extent that any the holders of such violationLiens have agreed in writing with the Administrative Agent to release such Liens, individually (iii) filings to perfect the Liens created by the Collateral Documents and (iv) consents, authorizations, filings, notices or in other acts which have been obtained as and when required or the aggregate, would failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. This Credit Agreement has been, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any and each other material agreement or (y) any other Contractual Obligation of Credit Document to which any Credit Party or any of its Subsidiariesis a party will be, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any duly executed and delivered on behalf of the Assets of Credit Parties. This Credit Agreement constitutes, and each other Credit Document to which any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents a party when executed and delivered by will constitute, a Credit Party which is a party thereto will be duly executed and delivered by such Credit Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to such Credit Documents (Party enforceable against such party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case law) and by an implied covenant of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction)good faith and fair dealing.

Power; Authorization; Enforceable Obligations. (a) The execution, execution and delivery and performance by each Credit Party of the Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) this Agreement are within such Credit Partythe Borrower’s corporate, partnership, limited liability company or trust powers, partnership (as appropriate; (iiapplicable) powers and have been duly authorized by all necessary corporate, partnership, limited liability company or trust actionpartnership (as applicable) and, if required, stockholder, member or partner (as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iiiapplicable) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law action (including, without limitation, Regulations T, U and X any action required to be taken by any class of directors of the Board of Governors of the Federal Reserve System)Borrower, whether interested or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptdisinterested, in order to ensure the case due authorization of this clause (yAgreement), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have . Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Party. This Agreement each Group Member party thereto and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute constitutes a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to such Credit Documents (Group Member enforceable in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law andlaw. The execution and delivery of this Agreement does not require any consent or approval of, in registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders, or any class of directors, whether interested or disinterested, of the case Borrower or any other person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Alternate Currency Revolving Loan Borrower organized Document, except (i) such as have been obtained or made and are in any jurisdictionfull force and effect, subject to such other reservations set forth (ii) those third-party approvals or consents listed on Schedule V as 5.4 which, if not made or obtained, would not cause a Default or Event of Default hereunder, (iii) filings necessary to create or perfect Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (iv) such jurisdiction)consents, approvals, registrations, filings or other actions, other than those specified in clause (v) below, the absence of which or failure to obtain, could not reasonably be expected to have a Material Adverse Effect, and (v) to the extent that the exercise of certain of the rights, powers, privileges and remedies of the Administrative Agent or the Lenders may constitute a de jure or de facto voluntary or involuntary assignment of an FCC license or a voluntary or involuntary transfer of de jure or de facto control of the holder of any such FCC license, the FCC’s prior consent thereto.

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby Borrower, to borrow and thereby: (i) are within such obtain the Extensions of Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by hereunder. Each Loan Party has taken all necessary corporateaction to authorize the Extensions of Credit on the terms and conditions of this Agreement and any Notes and to authorize the execution, partnershipdelivery and performance by it of the Loan Documents to which it is a party. No consent or authorization of, limited liability company or trust actionfiling with, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement notice to or other comparable governing documentsact by or in respect of, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitratorany other Person is required to be obtained or made by any Loan Party in connection with the Recapitalization, except the Extensions of Credit hereunder, the execution, delivery or performance by each applicable Loan Party or the validity or enforceability with respect to or against any Loan Party of the extent that any such violationLoan Documents to which it is a party or with the continuing operations of the Borrower and its Subsidiaries other than (i) consents, individually authorizations and filings in connection with the Recapitalization (x) which are required to be obtained or made and are in full force and effect (each of which are listed on Schedule 4.4) or (y) which are not required to be obtained or made prior to consummation of the aggregateRecapitalization and are listed on Schedule 4.4 or (z) which, would if not obtained or made, could not reasonably be expected to have a Material Adverse Effect, (Cii) conflict the filing of Uniform Commercial Code financing statements and filings with or result in the breach ofUnited States Patent and Trademark Office and the United States Copyright Office to perfect the security interests of the Administrative Agent, or constitute a default under, or result in or permit for the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation benefit of any Credit Party or any of its Subsidiaries, exceptthe Lenders, in the case of this clause Collateral that can be perfected by such filings, (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (Diii) result in the creation or imposition of any Lien upon any recordation of the Assets of any Credit Party or any of its Subsidiaries; and Mortgages and (iv) do not require consents, authorizations and filings in connection with enforcement of the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or madeLoan Documents. This Agreement has been, and each other Loan Document will be, duly executed and delivered on behalf of which each Loan Party that is in full force and effect. (b) a party hereto or thereto. This Agreement constitutes, and each of the other Credit Documents Loan Document when executed and delivered by will constitute, a Credit Party which is a party thereto will be duly executed and delivered by such Credit Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party that is a party to hereto or thereto enforceable against such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionBorrower has the organizational power and authority and the legal right to make, delivery deliver and performance by perform each Credit Party of the Credit Documents Loan Document to which it is a party and Borrower has the consummation organizational 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 Guarantor 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 each such Guarantor has the corporate or other organizational power and authority and has taken all necessary action to authorize the execution, delivery and performance of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporateLoan Documents to which it is a party. Except for the filings noted on Schedule 5.02 with respect to the enforceability of the Guaranty by NBS, partnershipno consent or authorization of, limited liability company or trust powersfiling with, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach respect of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Loan Documents, except (i) those that have been made, (ii) actions permitted by the Loan Documents when executed to be taken after the Closing Date that may be required to perfect security interests in the Collateral and delivered by a Credit Party which is a party thereto will be (ii) actions required under applicable securities Laws in connection with the Disposition of Collateral subject to such Laws. The Loan Documents have been duly executed and delivered by such Credit Party. This Agreement each respective Loan Party and the other Credit Documents when executed by the Credit Parties each Subsidiary party hereto thereto, and thereto will constitute legal, valid and binding obligations (as applicable) of the Credit Parties party to each such Credit Documents (Loan Party and each such Subsidiary, enforceable against such Loan Party and such Subsidiary in accordance with its terms subject their respective terms. Schedule 5.02 lists each consent required from any Governmental Authority in order for the Guaranty of NBS to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction).be fully enforceable against NBS. Fusion NBS Acquisition Corp. Credit Agreement

Power; Authorization; Enforceable Obligations. (a) The executionEach Borrower Party has the power and authority and the legal right to make, delivery deliver and performance by perform each Credit Party of the Credit Documents Loan Document to which it is a party and each Borrower has the consummation of the transactions contemplated hereby power and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by authority to borrow hereunder and has taken all necessary corporateaction to authorize the borrowings on the terms and conditions of this Agreement and to authorize the execution, partnership, limited liability company or trust action, as appropriate, including, without limitation, delivery and performance of this Agreement and the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or other Loan Documents to which any of its Subsidiary’s respective declaration of trustthem is a party. No approval, certificate of incorporation consent, exemption or formation or by-lawsauthorization of, regulationsfiling with, partnership agreement, operating agreement notice to or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), act by or any order or decree in respect of any Governmental Authority is necessary or arbitratorrequired in connection with the borrowings hereunder or with the execution, except to the extent that any such violationdelivery, individually performance, validity or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation enforceability of any Credit Party this Agreement or any of its Subsidiariesthe other Loan Documents; provided, excepthowever, in the case of this clause (y), that with respect to the extent that obligations under the Casden Loan Documents (and so long as any such conflictobligations remain outstanding) all approvals, breachconsents, termination exemptions or accelerationauthorizations of, individually filings with, notices to or other acts by or in respect of any Governmental Authority which are necessary or required in connection with the aggregateCasden Acquisition, would the borrowings under the Casden Loan Documents or with the execution, delivery, performance, validity or enforceability of the Casden Loan Documents, or are advisable within the reasonable discretion of Administrative Agent, have been obtained, except where (i) the failure to obtain such approval will not reasonably be expected to have a Material Adverse Effect and (ii) all applicable waiting periods have expired without any enforcement action being taken or (D) result in the creation or imposition of threatened by any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any such Governmental Authority or any other Person, other than those which Authority. The Loan Documents have been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Party. This Agreement each Borrower Party party thereto, and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to such Credit Documents (Borrower Party, enforceable against such Borrower Party in accordance with its terms subject to their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting the enforcement of creditors’ ' rights generally and subject or by equitable principles relating to general principles of equity, regardless of whether considered in a proceeding in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction)enforceability.

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrowers, to obtain extensions of credit hereunder. 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 Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement and to authorize the other Transactions. (b) No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 3.15(a). No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the consummation of the transactions contemplated hereby Transactions, except (x) Governmental Approvals, consents, authorizations, filings and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) notices that have been duly authorized by all necessary corporateobtained or made and are in full force and effect, partnership, limited liability company or trust action, as appropriate, including, without limitation, (y) the consent of stockholders, general and/or limited partners filings referred to in Section 3.15(a) and members where required; (iii) do not and will not (A) contravene any Credit Party’s those, the failure of which to obtain or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, make would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (bc) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be Each Loan Document has been duly executed and delivered by such Credit on behalf of each applicable Loan Party. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to each applicable Loan Party, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law andlaw), in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, and subject to such other reservations set forth on Schedule V as to such jurisdiction)an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party and Enterasys has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and and, in the consummation case of the transactions contemplated hereby Borrower, to obtain extensions of credit hereunder. Each Loan Party and thereby: Enterasys has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the 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 other Person is required in connection with the extensions of credit hereunder or in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Part A of US-DOCS\109358599.12 Schedule 4.4, which Governmental Approvals, consents, authorizations, filings and notices have been obtained or made and are within such Credit Party’s corporatein full force and effect, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporatethe filings referred to in Section 4.19, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not Governmental Approvals described in Part B of Schedule 4.4, and will not (Aiv) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trustapprovals, certificate of incorporation or formation or by-lawsconsents, regulationsexemptions, partnership agreement, operating agreement authorizations or other comparable governing documentsactions, (B) violate any other applicable Requirement notices or filings, the failure of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), which to obtain or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would make could not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have . Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto or Enterasys, as applicable. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document constitutes or, upon execution will constitute constitute, a legal, valid and binding obligations (obligation of each Loan Party party thereto or Enterasys, as applicable) of the Credit Parties party to , enforceable against each such Credit Documents (enforceable Loan Party or Enterasys, as applicable, in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles and principles of equity, regardless of good faith and fair dealing (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The Each of the Borrowers and each Subsidiary has the corporate, limited liability company or partnership power and authority and the legal right to make, deliver and perform the Credit Documents to which it is party and has taken all necessary company, corporate or partnership action to authorize the execution, delivery and performance by each Credit Party it of the Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporateparty. No consent or authorization of, partnershipfiling with, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement notice to or other comparable governing documentsact by or in respect of, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitratorany other Person is required in connection with the borrowings hereunder or with the execution, delivery or performance of any Credit Document by the Borrowers or any Subsidiary (other than those which have been obtained) or with the validity or enforceability of any Credit Document against the Borrowers or any Subsidiary (except such filings as are necessary in connection with the perfection of the Liens created by such Credit Documents) except to the extent that the failure to obtain any such violation, individually consent or authorization or to affect any filing or notice would not in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in . Each Credit Document to which the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument Borrowers or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which Subsidiary is a party thereto will be has been duly executed and delivered by on behalf of the Borrowers or such Subsidiary. Each Credit Party. This Agreement and the other Credit Documents when executed by the Credit Parties Document to which it is a party hereto and thereto will constitute constitutes a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to Borrowers or such Credit Documents (Subsidiary enforceable against the Borrowers or such Subsidiary in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party will have the power and authority under its constitutive documents, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and prior to the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree execution of any Governmental Authority or arbitratorsuch Loan Documents, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptsubject, in the case of this clause (y)a Subsidiary Guarantor or a Specified Subsidiary, to the extent that final proviso to each such definition. The Borrower has the power and authority under its constitutive documents, and the legal right, to obtain extensions of credit under the Term Loan B Commitments. Each Loan Party will have taken all necessary organizational action under its constitutive documents to authorize the execution, delivery and performance of the Loan Documents to which it is a party prior to the execution of any such conflictLoan Documents, breachsubject, termination in the case of a Subsidiary Guarantor or accelerationa Specified Subsidiary, individually to the final proviso to each such definition. The Borrower has taken all necessary organizational action under its constitutive documents to authorize the extensions of credit under the Term Loan B Commitments on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson is required in connection with the extensions of credit hereunder or with the execution, other than those delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents by or on behalf of the Loan Parties, except (i) consents, authorizations, filings and notices described in Schedule 4.25, which consents, authorizations, filings and notices shall be obtained or made and shall be in full force and effect within 180 days (or such greater number of days as the Administrative Agent may agree) of the Effective Date (except that no such filings will have been obtained or mademade with respect to certain real and personal property excluded from the Collateral under the Security Documents) and (ii) the filings referred to in Section 4.40. This Agreement has been, and each other Loan Document as of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto its date will be be, duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Credit Party such Originator of this Agreement and the Credit execution, delivery and performance by such Originator of any other Related Documents to which it is a party and the consummation creation and perfection of the transactions contemplated hereby all Transfers and thereby: Liens provided for herein and therein: (i) are within such Credit Party’s corporate, partnership, limited liability Person's corporate or company or trust powerspower, as appropriate; the case may be; (ii) have been duly authorized by all necessary corporate, partnership, limited liability or proper corporate or company or trust action, as appropriatethe case may be, includingand all necessary shareholder or member action, without limitation, the consent of stockholders, general and/or limited partners and members where required; as applicable; (iii) do not and will not (A) contravene any Credit Party’s or any provision of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, such Person's Organic Documents; (Biv) do not violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System)law or regulation, or any order or decree of any court or Governmental Authority or arbitratorAuthority, except to the extent that any where such violation, individually or in the aggregate, would violation could not reasonably be expected to have a Material Adverse Effect; (v) except as set forth in Schedule 4.01(c)(v), (C) do not conflict with or result in the breach or termination of, or constitute a default under, under or result in accelerate or permit the termination or acceleration ofof any performance required by, (x) any material indenture, bondmortgage, notedeed of trust, instrument or any other material lease, agreement or (y) any other Contractual Obligation of any Credit Party instrument to which such Person is a party or by which such Person or any of its Subsidiaries, except, in the case of this clause property is bound; (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would vi) do not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon Adverse Claim upon A. M. Castle & Co., Total Plastics, Inc., ▇▇▇▇▇▇ Steel Plate Co, and Keystone Tube Company, LLC Receivables Sale and Contribution Agreement any of the Assets property of any Credit Party or any of its Subsidiariessuch Originator; and and (ivvii) do not require the consent of, authorization by, or approval of, notice to, or filing or registration with, of any Governmental Authority or any other Person, except those which will have been duly obtained, made or complied with prior to the Closing Date as provided Section 3.01(b). The exercise by Buyer of any of its rights and remedies under any Related Document to which it is a party, do not require the consent or approval of any Governmental Authority or any other Person (other than consents or approvals solely relating to or required to be obtained by the Buyer, and subject to the Bankruptcy Code), except those which will have been obtained duly obtained, made or madecomplied with prior to the Closing Date as provided in Section 3.01(b). On or prior to the Closing Date, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Related Documents when executed and delivered by a Credit Party which is a party thereto will be shall have been duly executed and delivered by such Credit Party. This Agreement Originator that is a party thereto and the other Credit Documents when executed by the Credit Parties party hereto and thereto will each such Related Document shall then constitute a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to such Credit Documents (Person enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction)terms.

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the requisite organizational power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)Borrower, to borrow hereunder. Each Loan Party has taken all necessary organizational action to authorize the extent that any such conflictexecution, breachdelivery and performance of the Loan Documents to which it is a party and, termination in the case of Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or accelerationauthorization of, individually filing with, notice to or other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson is required in connection with the borrowings hereunder or with the execution, other than those delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described on Schedule 5.3, which consents, authorizations, filings and notices have been obtained or made, made and each of which is are in full force and effecteffect or where the failure to so obtain could not be expected in the aggregate to result in a Material Adverse Effect and (ii) the filings referred to in Section 5.18. (It is agreed that the failure of any Loan Party to list a material consent, authorization, filing or notice on Schedule 5.3 which has in any event been obtained and in full force and effect shall not constitute an Event of Default hereunder. (b) This Agreement and each of the other Credit Documents when executed and Each Loan Document required to be delivered by a Credit Party which is a party thereto will be hereunder has been duly executed and delivered by such Credit Partyon behalf of each Loan Party thereto. This Agreement constitutes, and the each other Credit Documents when Loan Document executed by the Credit Parties party hereto and thereto will constitute legaldelivered constitutes, a legally valid and binding obligations (as applicable) obligation of the Credit Parties party to each Loan Party thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Credit Party Each of the Credit General Partner, the Guarantor and the Company has the power and authority to make, deliver and perform the Note Purchase Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)the Company, to sell the extent that any such conflictNotes pursuant to the terms and conditions of this Agreement. Each of the General Partner, breachthe Guarantor and the Company has taken all necessary organizational action to authorize the execution, termination delivery and performance of the Note Purchase Documents to which it is a party and, in the case of the Company, to authorize the sale of the Notes on the terms and conditions of this Agreement. No consent or accelerationauthorization of, individually filing with, notice to or other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson is required in connection with the sale of Notes hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other than those Note Purchase Documents, except (i) consents, authorizations, filings and notices described in Schedule 5.4, which consents, authorizations, filings and notices have been obtained or made, made and each of which is are in full force and effect. , (bii) This Agreement the filings referred to in Section 5.18 and each of (iii) notices customarily given after the other Credit Documents when executed and delivered by Initial Closing Date for which the failure to give would not in the aggregate have a Credit Party which is a party thereto will be Material Adverse Effect. Each Note Purchase Document has been duly executed and delivered by such Credit Partyon behalf of each party thereto. This Agreement constitutes, and each other Note Purchase Document upon execution by the General Partner, the Guarantor and the other Credit Documents when executed by the Credit Parties party hereto and thereto Company, as applicable, will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each party to thereto, enforceable against each such Credit Documents (enforceable party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Credit Party the Borrower of this Agreement and the Credit other Related Documents to which it is a party party, and the consummation creation and perfection of the transactions contemplated hereby all Liens and thereby: ownership interests provided for herein and therein: (i) are within such Credit Partythe Borrower’s corporate, partnership, limited liability company or trust powers, as appropriate; corporate power; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company corporate or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; other actions; (iii) do not and will not (A) contravene any Credit Partyprovision of the Borrower’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, bylaws; (Biv) do not violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System)law or regulation, or any order or decree of any court or Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would Authority; (v) do not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach ofcontravene, or constitute a cause Borrower or any Originator to be in default under, any contractual restriction contained in any indenture, loan or result in or permit the termination or acceleration ofcredit agreement, (x) any material indenturelease, mortgage, security agreement, bond, note, instrument note or any other material agreement or instrument binding on or affecting Borrower or such Originator or its property; (yvi) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would do not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien Adverse Claim upon any of the Assets property of any Credit Party the Borrower or any of its SubsidiariesOriginator; and and (ivvii) do not require the consent of, authorization by, or approval of, notice to, or filing or registration with, of any Governmental Authority or any other Person, other than except those which have been obtained duly obtained, made or made, and each of which is complied with prior to the Effective Date as provided in full force and effect. (b) This Agreement and Section 3.01(b). The exercise by each of the other Credit Documents when executed Borrower, the Lenders, the Managing Agents or the Administrative Agent of any of its rights and delivered by a Credit Party remedies under any Related Document to which it is a party thereto do not require the consent or approval of any Governmental Authority or any other Person, except those which will be have been duly obtained, made or complied with prior to the Closing Date as provided in Section 3.01(b). Each of the Related Documents to which the Borrower is a party shall have been duly executed and delivered by the Borrower and each such Credit Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will Related Document shall then constitute a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to such Credit Documents (Borrower enforceable against it in accordance with its terms subject terms, subject, as to enforceability, to (A) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforceability of creditors’ rights generally and subject to (B) general principles of equityequitable principles, regardless of whether considered applied in a proceeding in equity or at law and, or in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction)equity.

Power; Authorization; Enforceable Obligations. (a) The executionEach Facility Party has the corporate or other necessary power and authority, delivery and performance by each Credit Party of the Credit legal right to execute, deliver and perform the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)the Borrower, to obtain extensions of credit hereunder, and has taken all necessary corporate or other action to authorize the extent that any such conflictBorrowings and other actions on the terms and conditions of this Agreement and to authorize the execution, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any delivery and performance by it of the Assets of any Credit Party Transaction Documents to which it is a party. No consent, approval, licenses, validation or any of its Subsidiaries; and (iv) do not require the consent authorization of, authorization byfiling, approval ofrecording or registration with, notice to, exemption by or filing other similar act by or registration within respect of, any Governmental Authority or any other PersonPerson (including, without limitation, any stockholder, certificateholder or creditor of any Facility Party or any of their respective Subsidiaries) is required to be obtained or made by or on behalf of any Facility Party in connection with the Borrowings or other than those extensions of credit hereunder, the execution, delivery, performance, validity or enforceability by or against it of the Transaction Documents or the exercise of the rights and remedies of the Agent, the Collateral Agent or any other Protected Party pursuant to this Agreement or any other Loan Document, except for (i) consents, authorizations, notices and filings disclosed in Schedule 5.02, all of which have been obtained or made, (ii) filings to perfect and maintain the perfection of the Liens created by the Collateral Documents and (iii) consents, authorizations, notices and filings in connection with the disposal of Collateral required by laws affecting the offering and sale of securities. This Agreement has been, and each other Transaction Document to which any Facility Party is a party will be, duly executed and delivered on behalf of which is in full force and effect. (b) such Person. This Agreement constitutes, and each of the other Credit Documents Transaction Document to which any Facility Party is a party when executed and delivered by will constitute, a Credit Party which is a party thereto will be duly executed and delivered by such Credit Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to each Facility Party thereto, enforceable against such Credit Documents (enforceable Person in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general by equitable principles of equity, general applicability (regardless of whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).. 75 762040188

Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Credit Loan Party of the Credit Loan Documents to which it is a party and the consummation of the transactions related to the financing contemplated hereby and therebyhereby: (i) in the case of each Loan Party that is not an individual, are within such Credit Loan Party’s 's corporate, partnership, limited liability company or trust powers, as appropriate; (ii) in the case of each Loan Party that is not an individual, have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, of such Loan Party, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) in the case of each Loan Party that is not an individual, contravene any Credit Loan Party’s 's or any of its Subsidiary’s Subsidiaries' respective declaration of trust, articles or certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating or formation agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Loan Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets property of any Credit Loan Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or mademade and copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1, and each of which is on the Closing Date will be in full force and effect. (b) This Agreement has been, and each of the other Credit Loan Documents when executed and delivered by a Credit Party which is a party thereto will be have been upon delivery thereof pursuant to Section 3.1, duly executed and delivered by such Credit Partyeach Loan Party party thereto. This Agreement is, and the other Credit Loan Documents will be, when executed by delivered hereunder, the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to such Credit Documents (thereto, enforceable against it in accordance with its terms subject except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws affecting creditors’ the enforcement of creditor's rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdiction)remedies generally.

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement and to authorize the other Transactions. (b) No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, (ii) 8-K filings with the SEC in connection with the announcement of the Transactions and (iii) the filings referred to in Section 3.15. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the consummation of the transactions contemplated hereby Transactions, except (w) Governmental Approvals, consents, authorizations, filings and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) notices that have been duly authorized by all necessary corporate, partnership, limited liability company obtained or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners made and members where required; (iii) do not are in full force and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documentseffect, (Bx) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X 8-K filings with the SEC in connection with the announcement of the Board Transactions, (y) the filings referred to in Section 3.15 and (z) those the failure of Governors of the Federal Reserve System), which to obtain or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, make would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (bc) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be Each Loan Document has been duly executed and delivered by such Credit on behalf of each applicable Loan Party. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to each applicable Loan Party, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party will have the power and authority under its constitutive documents, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and prior to the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree execution of any Governmental Authority or arbitratorsuch Loan Documents, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptsubject, in the case of this clause (y)a Subsidiary Guarantor or a Specified Subsidiary, to the extent that final proviso to each such definition. The Borrower has the power and authority under its constitutive documents, and the legal right, to obtain extensions of credit under the Term Loan B Commitments. Each Loan Party will have taken all necessary organizational action under its constitutive documents to authorize the execution, delivery and performance of the Loan Documents to which it is a party prior to the execution of any such conflictLoan Documents, breachsubject, termination in the case of a Subsidiary Guarantor or accelerationa Specified Subsidiary, individually to the final proviso to each such definition. The Borrower has taken all necessary organizational action under its constitutive documents to authorize the extensions of credit under the Term Loan B Commitments on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson is required in connection with the extensions of credit hereunder or with the execution, other than those delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents by or on behalf of the Loan Parties, except (i) consents, authorizations, filings and notices described in Schedule 4.24, which consents, authorizations, filings and notices shall be obtained or made and shall be in full force and effect as of the Closing Date (except that no such filings will have been obtained or mademade with respect to certain real and personal property excluded from the Collateral under the Security Documents) and (ii) the filings referred to in Section 4.39. This Agreement has been, and each other Loan Document as of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto its date will be be, duly executed and delivered by such Credit Partyon behalf of each Loan Party party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement and to authorize the other Transactions. (b) No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 4.15. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the consummation of the transactions contemplated hereby Transactions, except (x) Governmental Approvals, consents, authorizations, filings and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) notices that have been duly authorized by all necessary corporateobtained or made and are in full force and effect, partnership, limited liability company or trust action, as appropriate, including, without limitation, (y) the consent of stockholders, general and/or limited partners filings referred to in Section 4.15 and members where required; (iii) do not and will not (A) contravene any Credit Party’s those, the failure of which to obtain or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, make would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (bc) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be Each Loan Document has been duly executed and delivered by such Credit on behalf of each applicable Loan Party. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties party to each applicable Loan Party, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the requisite power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the Borrowing 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 by the Borrower or any of its Subsidiaries (prior to giving effect to the Acquisition) in connection with (a) the Borrowing hereunder, (b) the execution, delivery or performance by, or the validity or enforceability against, any Loan Party of this Agreement or any of the other Loan Documents to which such Loan Party is a party, (c) the consummation of the transactions contemplated hereby and thereby: Acquisition by the Purchasers, or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents, except (i) consents, authorizations, filings and notices which have been obtained or made and are within such Credit Party’s corporatein full force and effect, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporatein the case of any authorization, partnershipapproval, limited liability company or trust action, as appropriate, including, without limitationnotice or filing from or with a Person other than a Governmental Authority, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except failure to the extent that any such violationhave could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or and (Diii) result for matters that may be required after the Closing Date in the creation or imposition ordinary course of any Lien upon any conducting the business of the Assets of any Credit Party Borrower or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have Subsidiary thereof. Each Loan Document has been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Partyon behalf of each Loan Party that is a party thereto. This Agreement constitutes, and the each other Credit Documents when executed by the Credit Parties party hereto and thereto Loan Document upon execution will constitute constitute, a legal, valid and binding obligations (as applicable) obligation of the Credit Parties each Loan Party that is a party to thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally Debtor Relief Laws and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has the power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made, and each of which is in full force and effect. (b) This Agreement and each of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered by such Credit Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) of the Credit Parties party to such Credit Documents (enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement and to authorize the other Transactions. (b) No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Alternate Currency Revolving other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Borrower organized Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, (ii) 8-K filings with the SEC in connection with the announcement of the Transactions and (iii) the filings referred to in Section 3.15. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any jurisdictionother Person is required in connection with the consummation of the Transactions, subject to such other reservations set forth on Schedule V as to such jurisdiction).except (w) Governmental Approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, (x) 8-K filings with the SEC in connection with the announcement of the Transactions,

Power; Authorization; Enforceable Obligations. (a) The executionEach Loan Party has --------------------------------------------- the requisite organizational power and authority, delivery and performance by each Credit Party of the Credit legal right, to make, deliver and perform the Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, exceptand, in the case of this clause (y)each Borrower, to borrow hereunder. Each Loan Party has taken all necessary organizational action to authorize the extent that any such conflictexecution, breachdelivery and performance of the Loan Documents to which it is a party and, termination in the case of each Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or accelerationauthorization of, individually filing with, notice to or other act by or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the Assets of any Credit Party or any of its Subsidiaries; and (iv) do not require the consent respect of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other PersonPerson is required in connection with the borrowings hereunder or with the execution, other than those delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, or with the Spinoff, except (i) consents, authorizations, filings and notices described on Schedule 5.3, which consents, authorizations, filings and ------------ notices have been obtained or made, made and each of which is are in full force and effecteffect or where the failure to so obtain could not be expected in the aggregate to result in a Material Adverse Effect and (ii) the filings referred to in Section 5.18. (It is agreed that the failure of any Loan Party to list a material consent, authorization, filing or notice on Schedule 5.3 which has in any event been ------------ obtained and in full force and effect shall not constitute an Event of Default hereunder. (b) This Agreement and each of the other Credit Documents when executed and Each Loan Document required to be delivered by a Credit Party which is a party thereto will be hereunder has been duly executed and delivered by such Credit Partyon behalf of each Loan Party thereto. This Agreement constitutes, and the each other Credit Documents when Loan Document executed by the Credit Parties party hereto and thereto will constitute legaldelivered constitutes, a legally valid and binding obligations (as applicable) obligation of the Credit Parties party to each Loan Party thereto, enforceable against each such Credit Documents (enforceable Loan Party in accordance with its terms subject to terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionlaw).

Power; Authorization; Enforceable Obligations. (a) The Subject to the entry of the DIP Financing Order, each of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to execute, make, deliver and perform the Credit Documents to which it is a party and has taken all necessary corporate or other action to authorize the execution, delivery and performance by it of the Credit Documents to which it is a party. (b) Subject to the entry of the DIP Financing Order, the execution, delivery and performance by each Credit Party of the Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) are within such Credit Party’s corporate, partnership, limited liability company or trust powers, as appropriate; (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or trust action, as appropriate, including, without limitation, the consent of stockholders, general and/or limited partners and members where required; (iii) thereby do not and will not (Ai) contravene any Credit Party’s such Person's Certificate of Incorporation or any of its Subsidiary’s respective declaration of trust, certificate of incorporation or formation or by-laws, regulations, partnership agreement, operating agreement Bylaws or other comparable governing documents, (Bii) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, (x) any material indenture, bond, note, instrument or any other material agreement or (y) any other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the case of this clause (y), to the extent that any such conflict, breach, termination or acceleration, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (Diii) result in the creation or imposition of any Lien upon any of the Assets property of any Credit Party such Person or any of its Subsidiaries; and , other than those in favor of the Collateral Agent pursuant hereto and the other Credit Documents or (iv) do not require violate or conflict with any order, writ, judgment, injunction, decree or permit applicable to any Credit Party. (c) Except for the entry of each of the DIP Financing Orders, no consent or authorization of, authorization by, approval offiling with, notice to, to or filing other act by or registration within respect of, any Governmental Authority or any other PersonPerson is required in connection with acceptance of Extensions of Credit or the making of the guaranties hereunder or with the execution, delivery or performance of any Credit Documents by the Credit Parties (other than (i) those which have been obtained or made, and each of which is are in full force and effect. , (bii) This Agreement such filings as are required by the Securities and each Exchange Commission and (iii) other filings necessary to fulfill other reporting requirements with Governmental Authorities) or with the validity or enforceability of any Credit Document against the Credit Parties (except such filings as are necessary in connection with the perfection of the other Credit Documents when executed and delivered by a Credit Party which is a party thereto will be duly executed and delivered Liens created by such Credit Party. This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and thereto will constitute legal, valid and binding obligations (as applicable) of the Credit Parties party to such Credit Documents (enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and, in the case of any Alternate Currency Revolving Loan Borrower organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to such jurisdictionDocuments).