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

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.04, 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 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder. Each Credit Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, 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 Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, 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 4.19 and (iii) those consents, authorizations, filings and notices the failure of which to obtain or make could not reasonably be made by or on behalf of the Lenders relating expected to the enforcement of the Lenders’ rights hereunderhave a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.045.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) those consents, authorizations, filings and notices the filings referred failure of which to make or obtain, individually or in Section 4.19 and (iii) filings the aggregate, could not reasonably be expected to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderresult in a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower and each Material Subsidiary has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder4.18. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party -------------------------------------------------- has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions Spin-Off and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.043.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder3.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the Borrower and any Subsidiary 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 Credit Loan Documents to which it is a party and, in the case of the Borrower and any Subsidiary 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 Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.04notices, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder5.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate, partnership or limited liability company power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or and no consent of any other Person under any material Contractual Obligation is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.04the consents required under the Partnership Agreement, which consents, authorizations, filings and notices shall have been obtained or made not later than the Closing Date, and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) filings to be made contemplated by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderSecurity Documents. Each Credit Loan Document has been (or will when required to be delivered have been) duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Subject to Section 7.14, each Loan Party has the organizational power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, 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 Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (ia) consents, authorizations, filings and notices described in Schedule 4.04which have been, which consentsor will be, authorizations, filings and notices have been obtained or made and are in full force and effecteffect on or before the Closing Date, (iib) the filings referred to in Section 4.19 5.19, and (iiic) filings any other consent, authorization, filing or notice the failure of which to obtain would not reasonably be made by or on behalf of the Lenders relating expected to the enforcement of the Lenders’ rights hereunderhave a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Subject to Section 7.14, this Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power (corporate or otherwise) and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit borrow hereunder. Each Loan Party has taken all necessary organizational action (corporate or otherwise) to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing 42 with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4 (or in the case of the Insurance Subsidiary and the Litigation Subsidiary, as notified to the Administrative Agent prior to the date such representation is made or deemed to be made), which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder4.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, 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 Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.045.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings and recordings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder5.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party which is a party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party which is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. (a) Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the extensions of credit on the terms and conditions of this Agreement. 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 Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 4.04, which consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and 4.15. (iiic) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder. Each Credit Loan Document has been duly executed and delivered on behalf of each applicable Loan Party party theretoParty. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each applicable Loan Party party theretoParty, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).. 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Credit Documents to which it is a party andparty, and in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate action to authorize the borrowings and other extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Credit 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 Agreementparty. No material consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with consummation of the Refinancing Transactions and the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit DocumentsDocuments to which such Credit Party is a party, except for (i) consents, authorizations, notices and filings and notices described in Schedule 4.04SCHEDULE 6.4, all of which consents, authorizations, filings and notices have been obtained or made or have the status described in such SCHEDULE 6.4 and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) filings to be made perfect the Liens created by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderCollateral Documents. Each This Credit Agreement has been, and each other Credit Document has been to which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Credit Document upon execution to which any Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, 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 4.19 and (iii) such consents, authorizations, filings and notices the failure to have obtained or made could not reasonably be made by or on behalf of the Lenders relating expected to the enforcement of the Lenders’ rights hereunderhave a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, 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 Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions Transaction and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.045.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder5.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Borrower Party has the power and authority, authority and the legal right, right to make, deliver and perform the Credit Documents each Loan Document to which it is a party and, in the case of the Borrower, and Borrower has power and authority to obtain extensions of credit hereunder. Each Loan Party borrow hereunder and has taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of this Agreement and the Credit other Loan Documents to which it is a party andparty. All approvals, in the case of the Borrowerconsents, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent exemptions or authorization authorizations of, filing filings with, notice notices to or other act acts by or in respect of, of any Governmental Authority which are necessary or any other Person is required in connection with consummation of the Refinancing Transactions and Oxford Acquisition, the extensions of credit Borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit other Loan Documents, or are advisable within the reasonable discretion of Administrative Agent, have been obtained, except where (i) consents, authorizations, filings the failure to obtain such approval will not have a Material Adverse Effect and notices described in Schedule 4.04, 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 4.19 and (iii) filings to be made all applicable waiting periods have expired without any enforcement action being taken or threatened by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderany such Governmental Authority. Each Credit Document has The Loan Documents have been duly executed and delivered on behalf of by each Loan Party party thereto. This Agreement constitutesBorrower Party, and each other Credit Document upon execution will constitute, constitute a legal, valid and binding obligation of each Loan Party party theretoBorrower Party, enforceable against each such Loan Borrower Party in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws affecting the enforcement of creditors’ ' rights generally and or by general equitable principles (whether enforcement is sought by proceedings in equity or at law)relating to enforceability.

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 Except for the entry of the Interim Order (or Final Order, as applicable), no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.045.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder. 5.19, Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Upon entry of the Interim Order by the Bankruptcy Court and subject thereto, this Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan The execution, delivery and performance by each Credit Party has the power and authority, of this Agreement and the legal right, to make, deliver and perform the Credit other Loan Documents to which it is a party andand the creation by such Credit Party of all Liens provided for herein and therein: (a) are within such Credit Party’s corporate power; (b) have been duly authorized by all necessary corporate or other action; (c) do not contravene or cause such Credit Party to be in default under (i) any provision of such Credit Party’s articles or certificate of incorporation or bylaws, (ii) any contractual restriction contained in any indenture (other than the Convertible Senior Notes), loan or credit agreement, lease, mortgage, security agreement, bond, note or other agreement or instrument binding on or affecting such Credit Party or its property, or (iii) any law, rule, regulation, order, license requirement, writ, judgment, award, injunction, or decree applicable to, binding on or affecting such Credit Party or its property; (d) will not result in the case creation or imposition of any Lien upon any of the Borrower, to obtain extensions property of credit hereunder. Each Loan such Credit Party has taken all necessary organizational action to authorize the execution, delivery and performance or any Subsidiary thereof other than those in favor of the Credit Documents Agent or any Lender, all pursuant to which it is a party and, in the case of Loan Documents; and (e) do not require the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, approval of any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit DocumentsPerson, except (i) consentsthose referred to in Section 2.1(d), authorizations, filings and notices described in Schedule 4.04, all of which consents, authorizations, filings and notices will have been obtained duly obtained, made or made complied with prior to the Effective Date and which are in full force and effect. At or prior to the Effective Date, (ii) each of the filings referred to in Section 4.19 Loan Documents shall have been duly executed and (iii) filings to be made by delivered for the benefit of or on behalf of the Lenders relating Credit Party intended to the enforcement of the Lenders’ rights hereunder. Each Credit Document has been duly executed and delivered on behalf of each Loan Party be party thereto. This Agreement constitutes, thereto and each other Credit Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party theretosuch Credit Party, enforceable against each such Loan Credit Party in accordance with its terms, except subject, as enforceability may be limited by to enforceability, to (A) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement enforceability of creditors’ rights generally and by (B) general equitable principles (principles, whether enforcement is sought by proceedings applied in equity a proceeding at law or at law)in equity.

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions transactions contemplated hereby and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder4.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.04, 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 4.19 or otherwise required in order to perfect, record or maintain the security interests granted under the Security Documents and (iiiii) filings those that, if not obtained or made, could not reasonably be expected to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderhave a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Credit Party has the 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 borrow hereunder. Each Loan Credit Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.04, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) other than the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf filing of the Lenders relating a Form 8-K with respect to the enforcement of the Lenders’ rights hereundertransactions contemplated hereby. Each Credit Document has been duly executed and delivered on behalf of each Loan Credit Party party thereto. This Agreement constitutes, and each other Credit Document upon execution will constitute, a legal, valid and binding obligation of each Loan Credit Party party thereto, enforceable against each such Loan Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party Group Member (other than any Immaterial Subsidiary) has the organizational power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents and the Related Agreements to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunderunder this Agreement and issue and sell the Senior Subordinated Notes. Each Loan Party Group Member (other than any Immaterial Subsidiary) has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Loan Documents and Related Agreements to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on under this Agreement and issue and sell the terms and conditions of this AgreementSenior Subordinated Notes. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and Acquisition, the extensions of credit hereunder hereunder, the issuance and sale of the Senior Subordinated Notes or with the execution, delivery, performance, validity or enforceability of this Agreement the Loan Documents or any of the Credit Documents, Related Agreements except (i) consents, authorizations, filings and notices described in Schedule 4.045.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder5.19. Each Credit Loan Document and Related Agreement has been duly executed and delivered on behalf of each Loan Party Group Member party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a and each Related Agreement constitutes, the legal, valid and binding obligation of each Loan Party Group Member party thereto, enforceable against each such Loan Party Group Member in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party Borrower has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the Borrowerparty, to obtain extensions of credit hereunderhereunder and grant the Liens under the Security Documents. Each Loan Party Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the Borrowerparty, to authorize the extensions of credit on the terms and conditions of this AgreementAgreement and to grant the Liens under the Security Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings and acts referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder4.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party Borrower party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party Borrower party thereto, enforceable against each such Loan Party Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the power and authorityauthority under its constitutive documents, and the legal right, to make, deliver and perform the Credit Bridge Documents to which it is a party and, in the case of the Borrower, and to obtain extensions of credit hereunder. Each Loan Party The Borrower has taken all necessary organizational action under its constitutive documents to authorize the execution, delivery and performance of the Bridge Documents executed and delivered on or prior to the Initial Extension of Credit Documents to which it is a party and, in the case of the Borrower, and 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 Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Bridge Documents, the Bank Credit Facility or the Acquisition, except (i) consents, authorizations, filings and notices described in Schedule 4.044.01(d) hereto, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (iieffect unless otherwise indicated on Schedule 4.01(d) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderhereto. Each Credit Bridge Document has been duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutes, and each other Credit Bridge Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party theretothe Borrower, enforceable against each such Loan Party the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 material Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 4.04, 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 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderGovernmental Approvals described in Schedule 4.4. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to makeexecute, deliver and perform the Credit Documents to which it is a party andparty, and in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan , and each Credit Party has taken all necessary organizational corporate action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Credit 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 Agreementparty. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with consummation of the Refinancing Transactions and the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit DocumentsDocuments to which such Credit Party is a party, except for (i) consents, authorizations, notices and filings and notices described disclosed in Schedule 4.045.4, all of which consents, authorizations, filings and notices have been (or will as of the Effective Date) obtained or made made, and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) filings to be made perfect the Liens created by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderCollateral Documents. Each This Agreement has been, and each other Credit Document has been to which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretosuch Credit Party. This Agreement constitutes, and each other Credit Document upon execution to which any Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party theretoand, to the knowledge of the Credit Parties, enforceable against each such Loan Party Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents and the Transaction Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunderhereunder and to grant the security interests on the terms and conditions contained in this Agreement and the Guarantee and Collateral Agreement. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Loan Documents and the Transaction 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 granting of the security interests on the terms and conditions contained in this Agreement and the Guarantee and Collateral Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or Agreement, any of the Credit Loan Documents or the Transaction Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4A, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, or Schedule 4.4B, to the extent described therein, and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder4.19. Each Credit Loan Document and each Transaction Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document and each Transaction Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder4.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Borrower and the Guarantors has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party of the Borrower and the Guarantors has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder4.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party of the Borrower and the Guarantors party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party of the Borrower and the Guarantors party thereto, enforceable against each such Loan Party of the Borrower and the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Credit Documents to which it is a party andparty, and in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate action to authorize the borrowings and other extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Credit 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 Agreementparty. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with consummation of the Refinancing Transactions and the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit DocumentsDocuments to which such Credit Party is a party, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 4.04SCHEDULE 6.4, all of which consents, authorizations, filings and notices have been obtained or made and are or have the status described in full force and effect, (ii) the filings referred to in Section 4.19 such SCHEDULE 6.4 and (iiib) filings to be made perfect the Liens created by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderCollateral Documents. Each This Credit Agreement has been, and each other Credit Document has been to which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Credit Document upon execution to which any Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party Borrower and each Subsidiary Guarantor has the corporate, partnership or limited liability company (as applicable) power and authority, and the legal right, authority to make, deliver and perform the Credit Loan Documents to which it is a party and, and (in the case of the Borrower) to borrow hereunder, to obtain extensions of credit hereunder. Each Loan Party and has taken all corporate or other action necessary organizational action to be taken by it to authorize (a) (in the case of Borrower) the borrowings on the terms and conditions of this Agreement and the Notes, and (b) the execution, delivery and performance of the Credit 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 Agreementparty. No consent consent, waiver or authorization of, or filing with, notice to or other act by or in respect of, with any Person (including without limitation any Governmental Authority or any other Person Authority) is required to be made or obtained by Borrower in connection with consummation of the Refinancing Transactions and the extensions of credit borrowings hereunder or by Borrower or any Guarantor in connection with the execution, delivery, performance, validity or enforceability of this the Loan Documents to which it is a party. This Agreement or any of the Credit Documentshas been, except (i) consentsand each Note and each other Loan Document will be, authorizations, filings and notices described in Schedule 4.04, 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 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder. Each Credit Document has been duly executed and delivered on behalf of Borrower or each Loan Party party thereto. This Guarantor (as the case may be), and this Agreement constitutes, and each Note and each other Credit Loan Document upon execution when executed and delivered hereunder will constitute, a legal, valid and binding obligation of each Loan Party party theretoBorrower or the Subsidiary Guarantors or the Owner Guarantors (as the case may be), enforceable against each such Loan Party Borrower or the Subsidiary Guarantors or the Owner Guarantors (as the case may be), in accordance with its terms, except as enforceability may be limited by applicable subject to the effect, if any, of bankruptcy, insolvency, reorganization, moratorium arrangement or other similar laws relating to or affecting the enforcement rights of creditors’ rights creditors generally and the limitations, if any, imposed by the general equitable principles (whether enforcement is sought by proceedings in of equity or at law)and public policy.

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Credit Documents to which it is a party party, and, in the case of the BorrowerBorrowers, to obtain extensions of credit hereunder. Each Loan Party borrow under the Credit Agreement, and has taken all necessary organizational corporate action to authorize the borrowings on the terms and conditions of the Credit Agreement and to authorize the execution, delivery and performance of the Credit Documents to which it is a party and, in the case party. As of the BorrowerClosing Date, to authorize the extensions of credit on the terms and conditions of this Agreement. No no consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with consummation of the Refinancing Transactions and borrowings under the extensions of credit hereunder Credit Agreement or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit DocumentsDocuments to which such Credit Party is a party, except (i) for consents, authorizations, notices and filings and notices described in Schedule 4.046.4 (which was provided by ▇▇▇▇ on and as of the Closing Date), all of which consents, authorizations, filings and notices have been obtained or made or have the status described in such Schedule 6.4. This Amendment, the Credit Agreement and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder. Each each other Credit Document has to which any Credit Party is a party have been duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Each of this Amendment, the Credit Agreement constitutes, and each the other Credit Document upon execution will constitute, to which any Credit Party is a party constitutes a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions Designated Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.045.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect (except for those consents relating to the consummation of the Designated Acquisition the receipt of which have been waived by the Agents and Lenders party hereto on the date hereof) and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder5.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 4.04, 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 4.19 and (iii) those Governmental Approvals, consents, authorizations, filings and notices, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be made by or on behalf of the Lenders relating expected to the enforcement of the Lenders’ rights hereunderhave a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunderhereunder and to grant the security interests on the terms and conditions contained in this Agreement and the Guarantee and Collateral Agreement. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit 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 granting of the security interests on the terms and conditions contained in this Agreement and the Guarantee and Collateral Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or Agreement, any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4A, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, or Schedule 4.4B, to the extent described therein, and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder4.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to makeexecute, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.045.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effecteffect (except, (ii) with respect to consents, authorizations, filings and notices solely in connection with the filings referred Acquisition, as could not reasonably be expected to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderhave a Material Adverse Effect). Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority Authority, the NASD or any other Person is required in connection with consummation of the Refinancing Transactions Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.043.4, 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 4.19 and 3.18 or (iii) such other consents, authorizations, filings and notices the failure to receive or make would not reasonably be made by or on behalf of the Lenders relating expected to the enforcement of the Lenders’ rights hereunderhave a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, 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 Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions Merger and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, 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 4.19 4.18 and (iii) those consents, authorizations, filings and notices the failure of which to obtain or make could not reasonably be made by or on behalf of the Lenders relating expected to the enforcement of the Lenders’ rights hereunderhave a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions Spin-Off and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder4.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party Borrower has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the Borrower, and to obtain extensions of credit hereunder. Each Loan Party Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the Borrower, and 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 Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.043.04, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 3.19 and (iii) consents, authorizations, filings to be and notices obtained or made by or on behalf in the ordinary course of the Lenders relating to the enforcement of the Lenders’ rights hereunderbusiness. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party Borrower party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party Borrower party thereto, enforceable against each such Loan Party Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority Authority, the FINRA or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.043.4, 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 4.19 and 3.18 or (iii) such other consents, authorizations, filings and notices the failure to receive or make would not reasonably be made by or on behalf of the Lenders relating expected to the enforcement of the Lenders’ rights hereunderhave a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the extensions of credit on the terms and conditions of this Agreement. No material approval, consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions Transaction and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (ia) consents, authorizations, filings and notices described in Schedule 4.043.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (iib) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder3.18. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.04, which consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, (ii) any filings with the filings referred to in Section 4.19 SEC when and as required by law or deemed appropriate by the Borrower, (iii) any filings to be made by or on behalf in connection with the perfection of the Lenders relating security interests to the enforcement extent required by Section 6.16, and (iv) other consents, authorizations, filings and notices the failure of the Lenders’ rights hereunderwhich to obtain could reasonably be expected to have a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority Authority, FINRA or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (ia) consents, authorizations, filings and notices described in Schedule 4.043.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (iib) the filings referred to in Section 4.19 3.17 or (c) such other consents, authorizations, filings and (iii) filings notices the failure to receive or make would not reasonably be made by or on behalf of the Lenders relating expected to the enforcement of the Lenders’ rights hereunderhave a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Credit Documents to which it is a party andparty, and in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Credit 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 Agreementparty. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with consummation of the Refinancing Transactions and the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit DocumentsDocuments to which such Credit Party is a party, except for (i) consents, authorizations, notices and filings and notices described in Schedule 4.045.4, all of which consents, authorizations, filings and notices have been obtained or made or have the status described in such Schedule 5.4, and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) filings to be made perfect the Liens created by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderCollateral Documents. Each This Agreement has been, and each other Credit Document has been to which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Agreement constitutes, and each other Credit Document upon execution to which any Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. (a) Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. . (b) Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit 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. . (c) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.04, 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 4.19 and (iii) those consents, authorizations, filings and notices, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be made by or on behalf of the Lenders relating expected to the enforcement of the Lenders’ rights hereunder. have a Material Adverse Effect. (d) Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. . (e) This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, 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 4.19 and (iii) filings such consents, authorizations, filings, notices or other actions, the failure of which to be obtained or made by or on behalf of the Lenders relating could not reasonably be expected to the enforcement of the Lenders’ rights hereunderhave a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party Grantor has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunderparty. Each Loan Party Grantor has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit 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 Agreementparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Documents, Loan Documents except (i) consents, authorizations, filings and notices described in Schedule 4.044.3 of the Credit Agreement, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf 4.20 of the Lenders relating to the enforcement of the Lenders’ rights hereunderCredit Agreement. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party Grantor party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party Grantor party thereto, enforceable against each such Loan Party Grantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Credit Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Credit Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Related Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Disclosure Schedule 4.043.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder3.18. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Credit Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Credit Party party thereto, enforceable against each such Loan Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the each Borrower, to obtain extensions of credit to be obtained by it hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the extensions of credit to be obtained by it on the terms and conditions of this AgreementAgreement and to authorize the other Transactions. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions Acquisitions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit DocumentsLoan Documents or the consummation of the other Transactions, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 4.044.4, which Governmental Approvals, consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder4.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. (a) Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each ; (b) each Loan Party has taken all necessary organizational or corporate action to authorize the execution, delivery and performance of the Credit 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 consent ; (c) no material Governmental Approval or consent, or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 4.04, which consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and any other filings from time to time required under the Guarantee and Collateral Agreement, and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder. Each Credit routine Tax filings; (d) each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This ; and (e) this Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, receivership, examinership, rescue process, administration or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and, in the case of Loan Documents, to which a Foreign Subsidiary is a party, the other Legal Reservations.

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the 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 Credit Loan Documents to which it is a party and, in the case of the 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 Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, which consents, authorizations, filings and notices will have been obtained or made on or before the Closing Date and are will be in full force and effecteffect on and after the Closing Date, (ii) the filings referred to in Section 4.19 and (iii) consents, authorizations, filings and notices the absence of which could not, individually or in the aggregate, reasonably be expected to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderhave a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has --------------------------------------------- the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and Transactions, the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.043.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder3.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan 017670-0129-Active.26122382.14 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.04, which consents, authorizations, filings and notices (i) have been obtained or made and are in full force and effect, effect or (ii) the filings referred failure to in Section 4.19 and (iii) filings obtain or to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderin full force and effect would not result in a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, 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 4.19 and (iii) consents, approvals, registrations, filings or actions the failure of which to be made by obtained or on behalf of the Lenders relating performed could not reasonably be expected to the enforcement of the Lenders’ rights hereunderhave a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.043.02, which consents, authorizations, filings and notices have been or, concurrently with the actions described in Section 4.09(a)(i), will be obtained or made and are or, concurrently with the actions described in Section 4.09(a)(i), will be in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder3.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability such enforcement may be limited by applicable (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or similar other laws affecting or relating to the enforcement rights of creditors’ rights generally creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and by general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, 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 4.19 and (iii) consents, approvals, registrations, filings or actions the failure of which to be made by obtained or on behalf of the Lenders relating performed could not reasonably be expected to the enforcement of the Lenders’ rights hereunderhave a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions Acquisition, the Dividend and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder4.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power (corporate or otherwise) and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit borrow hereunder. Each Loan Party has taken all necessary organizational action (corporate or otherwise) to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, 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 4.19 and (iii) filings with the SEC on Form 8-K that may be required to be made by or on behalf of following the Lenders relating to the enforcement of the Lenders’ rights hereunderexecution and delivery hereof. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit the Loans hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions borrowing of credit the Loans on the terms and conditions of this Agreement. No material consent or authorization of, filing with, notice to or other material act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit Loans hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder4.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. (i) Each Loan Party has the corporate or other organizational power and authority, and the legal right, authority to make, deliver and perform its obligations under each of the Credit Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. . (ii) Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit 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. . (iii) No material consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit DocumentsTransactions, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, 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 4.19 and (iii) consents, authorizations, filings and notices the failure of which to make or obtain, as the case may be, could not reasonably be made by or on behalf of the Lenders relating expected to the enforcement of the Lenders’ rights hereunder. result in a Material Adverse Effect. (iv) Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. . (v) This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each Loan Party has the has the power and authority, and the legal right, to make, deliver and perform enter into the Credit Loan Documents to which it is a party party, to carry out its obligations hereunder and thereunder and, in the case of the Borrower, to obtain extensions of credit borrow hereunder. Each Loan Party has taken all necessary organizational limited partnership or other requisite action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement. No consent material consent, approval or authorization of, filing filing, registration or qualification with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit other Loan Documents, except (i) consents, authorizations, filings and notices described as disclosed in Schedule 4.044.4, which consents, approvals, authorizations, filings filings, registrations, qualifications and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 the Guarantee and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderCollateral Agreement. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 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 any Loan Party in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, delivery or performance by such Loan Party or the validity or enforceability against such Loan Party of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices (i) described in Schedule 4.044.4, 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 4.19 4.18, and (iii) filings to as may be made by or on behalf necessary in connection with the exercise of foreclosure remedies including the Lenders relating to the enforcement sale of the Lenders’ rights hereunderCollateral. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the organizational power and authority, and the legal right, to make, deliver and perform the Credit 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 and other action to authorize the execution, delivery and performance of the Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (ia) consents, authorizations, filings and notices described in Schedule 4.045.4 to the Disclosure Letter, which (b) consents, authorizations, filings and notices which have been been, or will be, obtained or made and are in full force and effecteffect on or before the Closing Date, (iic) any such consent, authorizations, filings and notices the absence of which could not reasonably be expected to have a Material Adverse Effect, and (d) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder5.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power (corporate or otherwise) and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit borrow hereunder. Each Loan Party has taken all necessary organizational action (corporate or otherwise) to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.04, which consents, authorizations, filings and notices have been or will be obtained or made and are in full force and effecteffect on the First Amendment Effective Date, (ii) the filings referred to in Section 4.19 and 4.19, (iii) filings with the SEC on Form 8-K that may be required to be made by or on behalf of following the Lenders relating to the enforcement of the Lenders’ rights hereunderexecution and delivery hereof in connection herewith and (iv) immaterial consents, authorizations, filings and notices. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party --------------------------------------------- has the organizational power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit borrow hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement. No material consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person (collectively, "Approvals") is required in connection with consummation of the Refinancing Transactions City Truck Acquisition or the Stone Acquisition and the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices Approvals with respect to the City Truck Acquisition described in Schedule 4.044.4, which consents, authorizations, filings and notices Approvals have been obtained or made and are in full force and effecteffect (or, in the case of the Stone Acquisition, such Approvals as will be obtained or made prior to the consummation thereof) and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder4.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Credit Party has has, subject, in the case of the Debtors, to the entry of the Interim Order, the 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 each Borrower, to obtain extensions of credit hereunder. Each Loan Credit Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Documents to which it is a party and, in the case of the 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 Governmental Authority (other than the Bankruptcy Court) or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit DocumentsDocuments or the consummation of any of the transactions contemplated hereby or thereby, except (i) consents, authorizations, filings and notices described in Schedule 4.043.4, which consents, authorizations, filings and notices will have been obtained or made and are will be in full force and effect, (ii) effect on the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderClosing Date. Each Credit Document has been duly executed and delivered on behalf of each Loan Credit Party party thereto. This Subject to the entry of the Interim Order in the case of the Debtors, this Agreement constitutes, and each other Credit Document upon execution will constitute, a legal, valid and binding obligation of each Loan Credit Party party thereto, enforceable against each such Loan Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to obtain extensions of credit hereunder. Each Loan Party borrow hereunder and has taken all necessary organizational corporate or partnership action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the extensions of credit borrowings on the terms and conditions of this AgreementAgreement and any Notes. No Except, until Day 45, as set forth on the Disclosure Schedule, no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consentsas may be required to perfect the Liens created thereby. This Agreement has been, authorizationsand each other Loan Document to which it is a party will be, filings and notices described in Schedule 4.04, 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 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder. Each Credit Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. (a) Each Loan Party has the corporate or similar organizational power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the each Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporate or similar organizational action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the 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 Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.04, 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 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (b) (b) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices that have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 4.19 or in the Security Documents.

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Credit Documents to which it is a party andparty, and in the case of the BorrowerBorrowers, to obtain extensions borrow hereunder, and each of credit hereunder. Each Loan Party the Borrowers has taken all necessary organizational corporate or other necessary action to authorize the borrowings on the terms and conditions of this Credit Agreement, and to authorize the execution, delivery and performance of the Credit Documents to which it each is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit DocumentsDocuments to which such Person is a party, except (i) for consents, authorizations, notices and filings and notices described in Schedule 4.046.4, all of which consents, authorizations, filings and notices have been obtained or made or have the status described in such Schedule 6.4. This Credit Agreement has been, and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder. Each each other Credit Document has been to which it is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Credit Document upon execution to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party theretosuch Credit Party, enforceable against each such Loan Party Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. (a) Each Loan Party has the corporate or similar organizational power and authority, and the legal right, to make, deliver and perform the Credit 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 corporate or similar organizational action to authorize the execution, delivery and performance of the Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.04, 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 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (b) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19, 77 ▇▇▇▇-▇▇▇▇-▇▇▇▇ v.2

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, execute and deliver and to perform its obligations under the Credit Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunderparty. Each Loan Party Borrower has the power and authority, and the legal right to borrow hereunder and has taken all necessary organizational corporate action to authorize the execution, delivery and performance of the Credit Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit borrowings on the terms and conditions of this AgreementAgreement and any Notes. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this the Loan Documents to which the Borrower is a party. This Agreement or any of the Credit Documentshas been, except (i) consentsand each other Loan Document to which it is a party will be, authorizations, filings and notices described in Schedule 4.04, 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 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder. Each Credit Document has been duly executed and delivered on behalf of each Loan Party party theretoParty. This Agreement constitutes, and each other Credit Loan Document upon execution to which it is a party when executed and delivered will constituteconstitute (and the Notes when executed and delivered for value will be), a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (ia) consents, authorizations, filings and notices described in Schedule 4.045.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (iib) the filings referred to in Section 4.19 5.19 and (iiic) those consents, authorizations, filings and notices the failure of which to make or obtain, individually or in the aggregate, could not reasonably be made by or on behalf of the Lenders relating expected to the enforcement of the Lenders’ rights hereunderresult in a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party member of the Restricted Group has the power and authority, and the legal right, to makeexecute, deliver and perform the Credit Transaction Documents to which it is a party party, to enter into amendments to the Lease/Purchase Documents as and when contemplated hereby and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party member of the Restricted Group has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Transaction 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Lease/Purchase Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Transaction Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder4.19. Each Credit Transaction Document has been duly executed and delivered on behalf of each Loan Party member of the Restricted Group party thereto. This Agreement constitutes, and each other Credit Transaction Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party member of the Restricted Group party thereto, enforceable against each such Loan Party member in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party andand , 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.04, 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 4.19 and (iii) filings 3.16, the NASDAQ Notification Form to be made by or on behalf filed with the NASDAQ and the proxy statement to be filed with the SEC in order to obtain stockholder approval for the issuance of such Conversion Shares in excess of the Lenders relating to the enforcement of the Lenders’ rights hereunderExchange Cap in accordance with Section 2.9. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit the Loans hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions borrowing of credit the Loans on the terms and conditions of this Agreement. No material consent or authorization of, filing with, notice to or other material act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit Loans hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder4.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. (a) Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the extensions of credit on the terms and conditions of this Agreement. 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 Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Schedule 4.04, which consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and 4.15. (iiic) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder. Each Credit Loan Document has been duly executed and delivered on behalf of each applicable Loan Party party theretoParty. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each applicable Loan Party party theretoParty, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party member of the Restricted Group has the power and authority, and the legal right, to makeexecute, deliver and perform the Credit Transaction Documents to which it is a party party, to enter into amendments to the Lease/Purchase Documents as and when contemplated hereby and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party member of the Restricted Group has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Transaction 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Lease/Purchase Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Transaction Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder4.19. Each Credit Transaction Document has been duly executed and delivered on behalf of each Loan Party member of the Restricted Group party thereto. This Agreement constitutes, and each other Credit Transaction Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party member of the Restricted Group party thereto, enforceable against each such Loan Party member in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party Borrower has the corporate or limited liability company, as applicable, power and authority, authority and the legal right, right to make, deliver and perform each Loan Document to which it is a party and each Borrower has the Credit corporate, limited liability company or other organizational, as applicable, power and authority to borrow hereunder and has taken all necessary action to authorize the borrowings on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunderparty. Each other Loan Party party to a Loan Document has the corporate or other organizational power and authority and the legal right to make, deliver and perform each Loan Document to which it is a party and each such other Loan Party has the corporate or other organizational power and authority and has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit 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 Agreementparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Documents, other Loan Documents except (i) consents, authorizations, for any filings and notices described or recordings in Schedule 4.04, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) connection with the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf perfection of the Lenders relating to Liens granted under the enforcement of the Lenders’ rights hereunderLoan Documents. Each Credit Document has The Loan Documents have been duly executed and delivered on behalf of by each Borrower and each other Loan Party party thereto. This Agreement constitutes, and each other Credit Document upon execution will constitute, a constitute legal, valid and binding obligation obligations of such Borrower and each such other Loan Party party theretoParty, enforceable against each such Borrower and such other Loan Party in accordance with its their respective terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium or moratorium, reorganization and other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles principals of equity (whether enforcement is sought by proceedings considered in a proceeding in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the each Borrower, to obtain extensions of credit borrow hereunder. Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions Transaction and the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.04Schedules 4.4, 4.19(a) and 4.19(b), which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect or will have been obtained or made and be in full force and effect on the Closing Date or (ii) where the filings referred failure to obtain such consent or authorization, or failure to file or provide notice would not, in Section 4.19 and (iii) filings the aggregate, reasonably be expected to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderhave a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to makeexecute, deliver and perform the Credit Operative Documents to which it is a party andparty, and in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan , and each Credit Party has taken all necessary organizational corporate action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Credit Operative 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 Agreementparty. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with consummation of the Refinancing Transactions and the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Operative Documents to which such Credit DocumentsParty is a party, except for (i) consents, authorizations, notices and filings and notices described disclosed in Schedule 4.04SCHEDULE 5.4, all of which consents, authorizations, filings and notices have been (or will as of the Closing Date) obtained or made made, and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) filings to be made perfect the Liens created by or on behalf of the Lenders relating Collateral Documents. This Agreement has been, and each other Operative Document to the enforcement of the Lenders’ rights hereunder. Each which any Credit Document has been Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretosuch Credit Party. This Agreement constitutes, and each other Operative Document to which any Credit Document upon execution Party or Seller is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party theretoand, to the knowledge of the Credit Parties, of the Seller, enforceable against each such Loan Party Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder Transaction or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.04, which consents, authorizations, filings and notices that have been obtained or made and are in full force and effecteffect and all applicable waiting periods have expired without any action being taken or threatened by any Governmental Authority which would restrain, prevent or otherwise impose adverse conditions on the Transaction, (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or as set forth on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderSchedule 4.4. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the 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 Credit Loan Documents to which it is a party and, in the case of the 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 Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, 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 4.19 or otherwise required in order to perfect, record or maintain the security interests granted under the Security Documents and (iii) filings those that, if not obtained or made, could not reasonably be expected to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderhave a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) or, with respect to Loan Documents governed by the laws of the Federal Republic of Germany, conflicts of law and similar principles.

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate, partnership, limited liability company or other necessary power and authority, and the legal right, to makeexecute, deliver and perform the Credit Transaction Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Credit Transaction 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 Agreementparty. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with consummation of the Refinancing Transactions and the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Transaction Documents, except for (i) consents, authorizations, notices and filings and notices described disclosed in Schedule 4.045.02, all of which consents, authorizations, filings and notices have been obtained or made made, and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) filings to perfect the Liens created by the Collateral Documents. This Agreement has been, and each other Transaction Document to which any Credit Party is a party will be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder. Each Credit Document has been duly executed and delivered on behalf of each Loan Party party theretosuch Person. This Agreement constitutes, and each other Transaction Document to which any Credit Document upon execution Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party Person in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by general equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation the Plan of the Refinancing Transactions Reorganization and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.043.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder3.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, authority to make, deliver and perform the Credit 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 Credit 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 material consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions Recapitalization and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder4.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Credit Documents to which it is a party andparty, and in the case of the BorrowerBorrowers, to obtain extensions borrow hereunder, and each of credit hereunder. Each Loan Party the Borrowers has taken all necessary organizational corporate or other necessary action to authorize the borrowings on the terms and conditions of this Credit Agreement, and to authorize the execution, delivery and performance of the Credit Documents to which it each is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit DocumentsDocuments to which such Person is a party, except (i) for consents, authorizations, notices and filings and notices described in Schedule 4.046.4, all of which consents, authorizations, filings and notices have been obtained or made or have the status a described in such Schedule 6.4. This Credit Agreement has been, and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder. Each each other Credit Document has been to which it is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Credit Document upon execution to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party theretosuch Credit Party, enforceable against each such Loan Party Person in accordance with its terms, except as enforceability may be limited by applicable a bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, 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 Governmental Authority or any other Person is required in connection with consummation of the Refinancing Original Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.045.4, which consents, authorizations, filings and notices have been will be obtained or made within the time frames required by applicable Governmental Authorities or Persons and are in full force and effect, (ii) consents, authorizations, filings and notices not reasonably expected to have a Material Adverse Effect and (iii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder5.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions Acquisitions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.04, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect except those which the failure to obtain could not reasonably be expected to have a Material Adverse Effect and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder3.19. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Borrower Party has the power and authority, authority and the legal right, right to make, deliver and perform the Credit Documents each Loan Document to which it is a party and, in and each Borrower has the case of the Borrower, power and authority to obtain extensions of credit hereunder. Each Loan Party borrow hereunder and has taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of this Agreement and the Credit other Loan Documents to which it is a party andparty. All approvals, in the case of the Borrowerconsents, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent exemptions or authorization authorizations of, filing filings with, notice notices to or other act acts by or in respect of, of any Governmental Authority which are necessary or any other Person is required in connection with consummation of the Refinancing Transactions and Casden Acquisition, the extensions of credit Borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit other Loan Documents, or are advisable within the reasonable discretion of Administrative Agent, have been obtained, except where (i) consents, authorizations, filings the failure to obtain such approval will not have a Material Adverse Effect and notices described in Schedule 4.04, 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 4.19 and (iii) filings to be made all applicable waiting periods have expired without any enforcement action being taken or threatened by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderany such Governmental Authority. Each Credit Document has The Loan Documents have been duly executed and delivered on behalf of by each Loan Borrower Party party thereto. This Agreement constitutes, and each other Credit Document upon execution will constitute, constitute a legal, valid and binding obligation of each Loan Party party theretosuch Borrower Party, enforceable against each such Loan Borrower Party in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws affecting the enforcement of creditors’ ' rights generally and or by general equitable principles (whether enforcement is sought by proceedings in equity or at law)relating to enforceability.

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate, limited liability or limited partnership, as applicable, power and authority, and the legal right, to make, deliver enter into and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (ia) consents, authorizations, filings and notices described in Schedule 4.04, 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 4.19 and (iiib) filings to perfect the Liens created under the Collateral Documents and the Second Lien Loan Documents and to release existing Liens or (c) consents, authorizations, filings and notices, the failure of which to do so obtain or make could not reasonably be made by or on behalf of the Lenders relating expected to the enforcement of the Lenders’ rights hereunderhave a Material Adverse Effect. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other applicable organizational power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit borrow hereunder. Each Loan Party has taken all necessary organizational corporate action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.04, which consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, effect except as could not reasonably be expected to have a Material Adverse Effect and (ii) the filings referred to in Section 4.19 4.19. The Loan Documents and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder. Each Credit Document has First Lien Loan Documents have been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document and the First Lien Loan Documents constitutes or upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party ---------------------------------------------------- has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, 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 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party Group Member has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents and the Related Agreements to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party Group Member has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Loan Documents and the Related Agreements 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 consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, the Related Agreements (excluding, on the Closing Date the Acquisition Agreements), except (i) consents, authorizations, filings and notices described in Schedule 4.044.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect (except as specified in Schedule 4.4) and (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating Schedule 3 to the enforcement of the Lenders’ rights hereunderPledge and Security Agreement. Each Credit Loan Document and each Related Agreement has been duly executed and delivered on behalf of each Loan Party Group Member party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party Group Member party thereto, enforceable against each such Loan Party Group Member in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit Loan Documents to which it is a party and, in the case of each of the BorrowerBorrowers, to obtain extensions of credit borrow hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party and, in the case of each of the BorrowerBorrowers, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions and the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.04, 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 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder3.20. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any material Contractual Obligation of Holdings, any of the Borrowers or any of their respective Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Guarantee and Collateral Agreement).

Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Credit 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 Credit 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 Governmental Authority or any other Person is required in connection with consummation of the Refinancing Transactions Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit other Loan Documents, except (ix) to the extent that the failure to obtain such Governmental Approvals, consents, authorizations, filings and notices described in Schedule 4.04would not reasonably be expected to have a Material Adverse Effect, which and (y) Governmental Approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) filings to be made by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunder. Each Credit Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Credit Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Credit Documents to which it is a party andparty, and in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary organizational corporate action to authorize the borrowings and other extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Credit 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 Agreementparty. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with consummation of the Refinancing Transactions and the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit DocumentsDocuments to which such Credit Party is a party, except for (i) consents, authorizations, notices and filings and notices described in Schedule 4.04SCHEDULE 6.4, all of which consents, authorizations, filings and notices have been obtained or made or have the status described in such SCHEDULE 6.4 and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) filings to be made perfect the Liens created by or on behalf of the Lenders relating to the enforcement of the Lenders’ rights hereunderCollateral Documents. Each This Credit Agreement has been, and each other Credit Document has been to which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Credit Document upon execution to which any Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).