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

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party The Borrower has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, and to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, 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 3.19 and (iii) consents, authorizations, filings or notices and filings which the failure to make or obtain which, if not obtained, could not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been, and each other Loan Document has been upon execution will be, duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutes, and each other Loan 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the corporate or business trust other power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party The Borrower has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, and to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.45.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) effect and except to the filings referred extent failure to in Section 3.19 and (iii) obtain any consents, authorizations, filings, and notices and filings which could not, in the failure to make or obtain could not aggregate, reasonably be expected to have a Material Adverse Effect. Each Loan Document to which the Borrower is a party has been duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower is a party upon execution will constitute, a legal, valid and binding obligation of 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 Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to consummate borrow hereunder in accordance with the Transactions terms and to borrow and obtain other extensions of credit hereunderconditions hereof. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.04, 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 3.19 4.18 and filings required under the Exchange Act in respect of the transactions contemplated hereby and (iii) consents, authorizations, filings and notices and filings which the failure of which to make or obtain could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. Each 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 Loan Document upon execution will constituteconstitute (in each case, assuming due execution by the parties other than the Loan Parties party thereto), 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 (i) 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)) and (ii) the effect of foreign laws, rules and regulations as they relate to pledges of Capital Stock in Foreign Subsidiaries.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate corporate, company or business trust partnership power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action corporate, company or partnership or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) such consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices as shall have been obtained or made and are in full force and effect, (ii) routine filings to be made after the Restatement Effective Date in the ordinary course of business (e.g., good standing filings), (iii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect3.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party theretothereto and (iv) in the case of a UK Relevant Entity, any registrations that may be required under Section 860 Companies Act 2006 (which registrations shall be carried out by the Administrative Agent or its counsel). This Agreement constitutes, and each other 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party party, to consummate the Transactions (to the extent applicable) and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person (each, a “Filing”) is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices Filings described in Schedule 3.44.4, which consents, authorizations, filings and notices Filings have been obtained or made and are in full force and effect, (ii) the filings Filings referred to in Section 3.19 4.19 and any other Filing contemplated by this Agreement or any other Loan Document and (iii) consents, notices and filings which any antitrust Filings required to be made to foreclose on the failure to make or obtain could not reasonably be expected to have a Material Adverse EffectCollateral. Each 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 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement Agreement, the Notes and to grant the security interests and Liens as provided in the Loan Documents, and, in the case Letter of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsCredit Requests. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each Borrower, with the other Loan DocumentsExtensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to or on the Closing Date, (iib) filings to perfect the Liens created by the Security Documents, (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Parent Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (iiid) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions or have Letters of credit Credit issued hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens Agreement. Except as provided in the Loan Documentswould not have a Material Adverse Effect, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect or the failure to obtain which would not reasonably be expected to have a Material Adverse Effect and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.17. Each 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 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)) and the implied covenants of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents and Notes to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsany Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of the other Loan DocumentsBorrower, with the Extensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.44.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to or on the Closing Date, (iib) filings to perfect the Liens created by the Security Documents, (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (iiid) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by the Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of the Borrower and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each of the BorrowerBorrowers, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each of the BorrowerBorrowers, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement Agreement, any Notes and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsL/C Requests. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each of the other Loan DocumentsBorrowers, with the Extensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to the Closing Date, (iib) filings to perfect the Liens created by the Security Documents, (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Parent Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (iiid) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by the Parent Borrower and each of the Borrowers, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each of the Borrowers and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate (or business trust equivalent) power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and to consummate the Transactions and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action (or other organizational equivalent) action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and the consummation of the Transactions and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 the consummation of the Transactions, Transactions and the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.46.4 and Schedule 6.19(b), which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 Schedule 6.19(a)-1 and Schedule 6.19(a)-3 or (iii) those approvals, consents, exemptions, authorizations or other actions, notices and filings which or filings, the failure of which to obtain or make or obtain could not reasonably be expected to have a Material Adverse Effect. Each 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 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Seller has the corporate or business trust power and authority, and the legal right, to makeexecute and deliver, deliver and to perform its obligations under, this Agreement, each Assignment, each FAA Assignment and each Foreign Assignment and to sell or substitute the Loan Documents to which it is a party and, in the case of the BorrowerReceivables hereunder, to consummate grant and assign the Transactions Liens as contemplated herein and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the executionsales, delivery purchases and performance substitutions and the granting and assigning of the Loan Documents to which it is a party and, Liens in the case of the Borrower, to authorize the borrowings and other extensions of credit connection therewith on the terms and conditions of this Agreement and to grant authorize the security interests execution, delivery and Liens as provided in the Loan Documents, and, in the case performance of this Agreement and each Subsidiary Guarantor, other Purchase Document to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentswhich it is a party. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactionssales, purchases and substitutions to be made hereunder, the borrowings granting and other extensions assignment of credit hereunder Liens in connection therewith or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsPurchase Document to which it is a party. This Agreement has been, except (i) consentsand each Assignment, authorizationsFAA Assignment and Foreign Assignment will be, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party theretothe Seller. This Agreement constitutes, and each other Loan Document upon execution Assignment, FAA Assignment and Foreign Assignment when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, the Seller enforceable against each such Loan Party the Seller 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 a Loan Party in connection with the consummation of the Transactions, the borrowings continuing operations of Holdings, the Borrower and other the Restricted Subsidiaries and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (ia) consents, authorizations, filings and notices described in Schedule 3.4notices, 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 3.19 5.19 and (iiic) those consents, notices authorizations, filings and filings which notices, the failure of which to make or obtain could would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and Agreement. Except as would not reasonably be expected to grant the security interests and Liens as provided in the Loan Documentshave a Material Adverse Effect, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4notices, which consents, authorizations, filings and notices have been obtained or, within any period set forth in the relevant Security Document, will be obtained or made and are or will be in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which effect or the failure to make or obtain could which would not reasonably be expected to have a Material Adverse Effect, (ii) filings to perfect the Liens created by the Security Documents, (iii) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Parent and its Subsidiaries the obligor in respect of which is the United States of America or any department, agency or instrumentality thereof, and (iv) the filings referred to in Section 5.17. Each 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 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)) and the implied covenants of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the (a) The execution, delivery and performance by Borrower of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, andand the creation of all Liens provided for in this Agreement and the other Loan Documents: (i) are and will continue to be within Borrower’s power; (ii) have been and will continue to be duly authorized by all necessary or proper action of Borrower; (iii) are not and will not be in contravention of any provision of Borrower’s articles or certificate of incorporation, charter, by-laws, operating agreement or other organizational documents; (iv) do not and will not violate any Applicable Law (including the Investment Company Act), or any order or decree of any court or Governmental Authority; (v) do not and will not conflict with or result in the case breach or termination of, constitute a default under or accelerate any performance required by, any Loan Paper or Note Receivable or any other indenture, mortgage, deed of each Subsidiary Guarantortrust, lease, agreement or other instrument to guarantee which Borrower or any of its Subsidiaries is a party or by which Borrower or any of its Subsidiaries or any of their respective property is bound; (vi) do not and will not result in the Obligations creation or imposition of any Lien (other than Liens arising under this Agreement or the other Loan Documents in favor of Agent) upon any of the Borrower on Collateral; and (vii) do not and will not require the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. 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 the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsPerson, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings those specifically referred to in Section 3.19 and the Schedule of Documents (iii) consentsall of which will have been duly obtained, notices and filings which made or complied with on or before the failure to make or obtain could not reasonably be expected to have a Material Adverse EffectClosing Date). Each Loan Document has been duly executed and delivered for the benefit of or on behalf of each Loan Party party thereto. This Agreement constitutesBorrower, and each other such Loan Document upon execution shall then be and will constitute, continue to be a legal, valid and binding obligation of each Loan Party party theretoBorrower, enforceable against each such Loan Party it in accordance with its terms, except subject, as enforceability may be limited by applicable bankruptcyto enforceability, insolvency, reorganization, moratorium or similar to Debtor Relief Laws and other laws affecting the enforcement of creditors’ rights generally generally, and by to general equitable principles (whether enforcement is sought by proceedings in equity or at law)of equity.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the corporate or business trust other power and authority, and the legal right, to make, deliver and perform the Loan Credit Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party The Borrower has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party and, in the case of the Borrower, and to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Credit Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.43.03, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) effect and except to the filings referred extent failure to in Section 3.19 and (iii) obtain any consents, authorizations, filings, and notices and filings which could not, in the failure to make or obtain could not aggregate, reasonably be expected to have a Material Adverse Effect. Each Loan Credit Document to which the Borrower is a party has been duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutes, and each other Loan Credit Document to which the Borrower is a party 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 Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party and each Foreign Borrower has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party and each Foreign Borrower has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, Documents except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, 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 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party and each Foreign Borrower that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party and each Foreign Borrower that is a party thereto, enforceable against each such Loan Party and each Foreign 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party andand the creation of all Liens provided for therein: (a) are within such Person’s power; (b) have been duly authorized by all necessary corporate, limited liability company or limited partnership action; (c) do not contravene any provision of such Person’s charter, bylaws or partnership or operating agreements or other organizational documents, as applicable; (d) do not violate any material provision of any law or regulation, or any material provision of any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the case breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any material indenture, mortgage, deed of trust, lease, loan agreement or other material instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the Borrowerproperty of such Person other than those in favor of Agent, on behalf of themselves and Lenders, pursuant to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in ; and (g) do not require the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. 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 the consummation of the TransactionsPerson, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except than (i) consents, authorizations, filings and notices described in Schedule 3.4, those which consents, authorizations, filings and notices will have been obtained duly obtained, made or made complied with prior to the Closing Date, and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.21. Each of the Loan Document has Documents have been duly executed and delivered on behalf of by each Loan Credit Party that is a party thereto. This Agreement constitutesthereto and, and each other such Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party it in accordance with its terms, except as to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authorityThe execution, delivery, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance by Borrower of the Loan Documents to which it is a party andparty, in the case and all instruments and documents required to be delivered by Borrower under any of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, andand the creation of all Liens provided for in any Loan Documents: (i) are within Borrower’s corporate or partnership power; (ii) have been duly authorized by all necessary or proper corporate or partnership action; (iii) are not in contravention of any provision of Borrower’s certificate of incorporation or by-laws or agreement of limited partnership, as applicable; (iv) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the case breach or termination of, constitute a default under or accelerate any performance required by, any material indenture, mortgage, deed of each Subsidiary Guarantortrust, lease, agreement or other instrument to guarantee which Borrower is a party or by which Borrower or any of its property is bound; (vi) will not result in the Obligations creation or imposition of any Lien upon any of the property of Borrower on the terms and conditions other than those in favor of the applicable Loan Documents and Lender, all pursuant to grant the security interests and Liens as provided in the Loan Documents. No ; and (vii) do not require the 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 Person, except for consents or approvals which have been duly obtained or specifically waived in connection with writing by Lender. At or prior to the consummation Closing Date, each of the Transactions, Loan Documents required hereunder to be delivered at or prior to the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices Closing Date shall have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, Borrower and each other Loan Document upon execution will constitute, shall then constitute a legal, valid valid, and binding obligation of each Loan Party Borrower, to the extent it is a party thereto, enforceable against each such Loan Party it in accordance with its terms, terms except as enforceability may be limited by applicable for general principles of equity and the effect of bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement rights of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)creditors generally.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate obtain the Transactions and to borrow and obtain other extensions of credit Loan hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents and the Acquisition Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit Loan on the terms and conditions of this Agreement and to grant authorize the security interests transactions and Liens as provided in payments contemplated for the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAcquisition. 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 consummation of Acquisition or the Transactions, the borrowings and other extensions of credit hereunder Loan or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.04, 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 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.18. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower and each Subsidiary has the corporate or business trust power and authority, and the legal right, to make, deliver and perform this Agreement, the Notes, each Application and the other Loan Documents to which it is a party and, in the case of the Borrowerparty, to consummate the Transactions borrow hereunder and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action grant the Liens pursuant to authorize the execution, delivery and performance of the Loan Security Documents to which it is a party and, in the case of the Borrower, and has taken all necessary corporate action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to the Notes, the grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on Liens pursuant to the terms Security Documents to which it is a party and conditions the execution, delivery and performance of this Agreement, the applicable Notes, each Application and each other Loan Documents and Document to grant the security interests and Liens as provided in the Loan Documentswhich it is a party. No consent or authorization of, filing with, notice to with or other act action by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation borrowings hereunder, the grant of the Transactions, Liens pursuant to the borrowings and other extensions of credit hereunder Security Documents or with the execution, delivery, performance, validity or enforceability of this Agreement Agreement, the Notes, each Application or any of the other Loan Documents, except (i) consents, authorizations, filings Document. This Agreement and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred each other Loan Document to in Section 3.19 and (iii) consents, notices and filings which the failure to make Borrower or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document Subsidiary is a party (except the Notes) has been been, and each Note will be, duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutes, and each other Loan Document upon execution to which the Borrower or a Subsidiary is a party (except the Notes) constitutes, and each Note when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party theretothe Borrower or such Subsidiary, as the case may be, enforceable against each such Loan Party Borrower or such Subsidiary 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authorityExcept as set forth on Schedule 3.3, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and all other instruments and documents to be delivered by such Loan Party hereunder and thereunder to the extent it is a party thereto and the creation of all Liens provided for herein and therein: (a) are within such Loan Party’s power; (b) have been duly authorized by all necessary corporate or limited liability company and, if any, shareholder action; (c) are not in contravention of any provision of such Loan Party’s charter, bylaws or operating agreement, as applicable; (d) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality; (e) will not conflict with or result in the case breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, material agreement or other material instrument to which any Loan Party is a party or by which any Loan Party or any of its property is bound; (f) will not result in the creation or imposition of any Lien upon any of the Borrowerproperty of any Loan Party other than those in favor of Agent or Lenders, all pursuant to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in ; and (g) do not require the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. 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 the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsPerson, except (i) consentsthose referred to in Section 2.1(c), authorizations, filings and notices described in Schedule 3.4, all of which consents, authorizations, filings and notices will have been obtained duly obtained, made or made complied with prior to the Closing Date and which are in full force and effect. At or prior to the Closing Date, (ii) each of the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to Loan Documents shall have a Material Adverse Effect. Each Loan Document has been duly executed and delivered for the benefit of or on behalf of each Loan Party which is a party thereto. This Agreement constitutes, thereto and each other Loan Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each such Loan Party to the extent it is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general to equitable principles (whether enforcement is sought by proceedings in equity or at law)of general applicability.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party Borrower and Guarantor has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents Financing Agreements to which it is a party and, in the case of the Borrowereach Borrower or Guarantor, to consummate the Transactions obtain Loans and to borrow Letters of Credit hereunder, and obtain other extensions of credit hereunder. Each Loan Party each such Borrower or Guarantor has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents Financing Agreements to which it is a party and, in the case of the each Borrower, to authorize the borrowings and other extensions Loans or Letters of credit Credit to it, if any, on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case any requests for Letters of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsCredit. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Borrower or Guarantor in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Financing Agreements to which it is a party or, in the case of the other Loan Documentseach Borrower, with Loans and Letters of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.48.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to the Closing Date, (iib) filings to perfect the filings referred security interests created hereunder and by the other Financing Agreements (to in Section 3.19 the extent provided herein and therein), and (iiic) consents, authorizations, notices and filings which the failure to obtain or make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document This Agreement has been duly executed and delivered by each Borrower and Guarantor, and each of the other Financing Agreements to which any Borrower or Guarantor is a party will be duly executed and delivered on behalf of each Loan Party party theretosuch Borrower or Guarantor. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Loan Party Borrower and Guarantor and each of the other Financing Agreements to which any Borrower or Guarantor is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Borrower or Guarantor, enforceable against each such Loan Party Borrower or Guarantor in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents Documents, Notes and Letter of Credit Requests to which it is a party and, in the case of the each Borrower, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement Agreement, and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsany Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each Borrower, with the other Loan DocumentsExtensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to or on the Restatement Effective Date, (iib) filings to perfect the Liens created by the Security Documents, (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Parent Borrower and its Restricted Subsidiaries, the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof, (d) filings and other required formalities pursuant to the Financial Administration Act (Canada) in respect of accounts of the Parent Borrower and its Subsidiaries, the Obligor in respect of which is Her Majesty the Queen in the right of Canada or any department, agency or instrumentality thereof and (iiie) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Borrower, and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and Agreement. Except as would not reasonably be expected to grant the security interests and Liens as provided in the Loan Documentshave a Material Adverse Effect, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect or the failure to obtain which would not reasonably be expected to have a Material Adverse Effect and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.17. Each 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 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)) and the implied covenants of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party of the Borrower and the Guarantors has the corporate or business trust requisite power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party of the Borrower and the Guarantors has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. No material consent or authorization of, filing with, notice to, Permit from or other act by or in respect of, any Governmental Authority and no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or of any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party theretoof the Borrower and the Guarantors. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party theretoof the Borrower and the Guarantors, 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).

Corporate Power; Authorization; Enforceable Obligations. Each ------------------------------------------------------- Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of Recapitalization except consents, authorizations, filings and notices (i) which have been obtained or made and are in full force and effect or (ii) the Transactionsfailure to obtain which could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 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 borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party Obligor has the power (corporate or business trust power similar power) and authority, and the legal right, authority to makeexecute, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to consummate borrow hereunder and, in the Transactions and case of each Guarantor, to borrow and obtain other extensions of credit hereunderguarantee the Obligations. Each Loan Party Obligor, as applicable, has taken all necessary corporate action or other organizational action to authorize the Transactions and the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to authorize the guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsObligations. No material consent or authorization of, filing with, notice to to, registration with or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation execution, delivery and performance by each Obligor of the Transactions, Loan Documents to which it is a party and the borrowings and other extensions performance of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documentseach Obligor’s obligations thereunder, except (ia) approvals, exemptions, consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (iib) the filings referred and recordings necessary to in Section 3.19 perfect Liens under the Security Documents, and (iiic) approvals, consents, notices and filings which the failure to make exceptions, authorization, action, notice or obtain could not reasonably be expected to have a Material Adverse Effectfiling under securities laws. Each Loan Document has been duly executed and delivered on behalf of each Loan Party Obligor that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid valid, and binding obligation of each Loan Party Obligor that is a party thereto, enforceable against each such Loan Party Obligor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium (a) Debtor Relief Laws or similar laws of general applicability affecting the enforcement of creditors’ rights generally and by rights, (b) the application of general equitable principles of equity (regardless of whether enforcement such enforceability is sought by proceedings considered in a proceeding in equity or at law), and (c) the need for filings and registrations necessary to create or perfect the Liens on the Collateral granted by the Obligors in favor of the Secured Parties.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the (a) The execution, delivery and performance by each Borrower of the Loan Documents to which it is a party andand the consummation of the transactions contemplated thereby: (i) are within such Borrower’s corporate, limited liability company, partnership or other organizational powers; (ii) have been or, at the time of delivery thereof pursuant to Article IV (Conditions of Lending) will have been, duly authorized by all necessary action, including the consent of shareholders, partners and members where required; (iii) do not and will not (A) contravene such Borrower’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Borrower (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Borrower, (C) conflict with or result in the case breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of the Borrowersuch Borrower or any of its Subsidiaries, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided or (D) result in the Loan Documents, and, in creation or imposition of any Lien upon any property of such Borrower or any of its Material Subsidiaries; (iv) do not require the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing withauthorization by, approval of, notice to to, or other act by filing or in respect ofregistration with, any Governmental Authority or any other Person is required in connection with the consummation of the TransactionsPerson, the borrowings and other extensions of credit hereunder than those listed on Schedule 5.02 (Consents) or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices that have been or will be, prior to the Effective Date, obtained or made made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 4.01(a)(iii)(y), and are each of which on the Effective Date will be in full force and effect. (b) This Agreement has been, (ii) and each of the filings referred other Loan Documents will have been, upon delivery thereof pursuant to in Section 3.19 and (iii) consentsthe terms of this Agreement, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of by each Loan Party Borrower and the Guarantor party thereto. This Agreement constitutesis, and each the other Loan Document upon execution Documents will constitutebe, a when delivered hereunder, the legal, valid and binding obligation of each Loan Party Borrower and the Guarantor party thereto, enforceable against each such Loan Party Borrower and the Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). SECTION 5.03.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has The execution, delivery and performance by Company of this Agreement, the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan other Transaction Documents to which it is a party andand all instruments and documents to be delivered by Company pursuant to the Transaction Documents, in the case issuance and sale of the Borrower, Series F Preferred Stock and the Warrant (and the underlying Common Stock to consummate be issued upon exercise of the Transactions Warrant) and to borrow the consummation of the other transactions contemplated by any of the foregoing: (i) are within Company's corporate power and obtain other extensions of credit hereunder. Each Loan Party has taken authority; (ii) have been duly authorized by all necessary corporate action action; (iii) are not in contravention of any provision of Company's certificate of incorporation or by-laws; (iv) will not violate any law or regulation applicable to, or any order or decree of any court or governmental instrumentality binding on, Company; (v) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any material indenture, mortgage, deed of trust, lease, agreement or other organizational action to authorize the execution, delivery and performance of the Loan Documents instrument to which it Company or any of its Subsidiaries is a party andor by which Company, any of its Subsidiaries or any of their property is bound; (vi) will not result in the case creation or imposition of any material Lien upon any of the Borrower, to authorize property of Company or any of its Subsidiaries; and (vii) do not require the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization approval of, or any filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with (except for those exemptions necessary to issue and sell the consummation Securities under the Securities Act, all of which, assuming the accuracy of the Transactionsrepresentations and warranties of Purchaser contained in Sections 3.1 and 3.2 hereof, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability have been complied with). Each of this Agreement or any of and the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, Transaction Documents to which consents, authorizations, filings and notices Company is a party have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutesby Company, and each other Loan Document upon execution will constitute, constitutes a legal, legally valid and binding obligation of each Loan Party party theretoCompany, enforceable against each such Loan Party it in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by remedies generally, and subject, as to enforceability, to general equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought by proceedings in equity a proceeding at law or at lawin equity).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The ------------------------------------------------------- execution, delivery and performance by each Loan Party of the Loan Documents and all other instruments and documents to which be delivered by such Loan Party hereunder and thereunder to the extent it is a party andthereto and the creation of all Liens provided for herein and therein: (i) are within such Loan Party's corporate power; (ii) have been duly authorized by all necessary corporate and shareholder action; (iii) are not in contravention of any provision of such Loan Party's certificates or articles of incorporation or by-laws or other organizational documents; (iv) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the case breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which any Loan Party is a party or by which any Loan Party or any of its property is bound; (vi) will not result in the creation or imposition of any Lien upon any of the Borrowerproperty of any Loan Party other than those in favor of Agent, on behalf of itself and Lenders, all pursuant to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in ; and (vii) do not require the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. 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 the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsPerson, except (i) consentsthose referred to in Section ------- 2.1(c), authorizations, filings and notices described in Schedule 3.4, all of which consents, authorizations, filings and notices will have been obtained duly obtained, made or made complied with prior ------ to the Closing Date and which are in full force and effect. At or prior to the Closing Date, (ii) each of the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to Loan Documents shall have a Material Adverse Effect. Each Loan Document has been duly executed and delivered for the benefit of or on behalf of each Loan Party which is a party thereto. This Agreement constitutes, thereto and each other Loan Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each such Loan Party to the extent it 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Credit Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party andparty. HCLP has the corporate power and authority, in and the case of the Borrowerlegal right, to consummate borrow hereunder and has taken all necessary corporate action to authorize the Transactions borrowings on the terms and to borrow conditions of this Agreement and obtain other extensions of credit hereunderthe Applications. Each Loan Credit Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (other than consents or authorizations the failure to obtain would not, in the aggregate, reasonably be expected to have a Material Adverse Effect) is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement Agreement, the Applications or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.45.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. This Agreement has been, (ii) the filings referred to in Section 3.19 and, each Application and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each each other Loan Document has been will be, duly executed and delivered on behalf of each Loan Party the Credit Parties party thereto. This Agreement constitutes, and each Note, each Application and each other Loan Document upon execution when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party the Credit Parties party thereto, thereto enforceable against each such Loan Party Credit Parties in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and Agreement. Except as would not reasonably be expected to grant the security interests and Liens as provided in the Loan Documentshave a Material Adverse Effect, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4notices, which consents, authorizations, filings and notices have been obtained or, within any period set forth in the relevant Security Document, will be obtained or made and are or will be in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which effect or the failure to make or obtain could which would not reasonably be expected to have a Material Adverse Effect, (ii) filings to perfect the Liens created by the Security Documents, (iii) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Parent and its Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof, and (iv) the filings referred to in Section 5.17. Each 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 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)) and the implied covenants of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to consummate borrow hereunder in accordance with the Transactions terms and to borrow and obtain other extensions of credit hereunderconditions hereof. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings and other extensions of credit Borrowings on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of the Transactions, the borrowings and other extensions of credit Borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.04, 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 3.19 4.18 and filings required under the Exchange Act in respect of the transactions contemplated hereby, and (iii) consents, authorizations, filings and notices required under the laws of the jurisdiction of organization of any Foreign Subsidiary in respect of the grant of a security interest in respect of its Capital Stock pursuant to the Guarantee and filings which the failure to make Collateral Agreement or obtain could not reasonably be expected to have a Material Adverse Effectany other Security Document. Each 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 Loan Document upon execution will constituteconstitute (in each case, assuming due execution by the parties other than the Loan Parties party thereto), 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement Agreement, any Notes and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsL/C Requests. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each Borrower, with the other Loan DocumentsExtensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to the Closing Date, (iib) filings to perfect the Liens created by the Security Documents (other than during any Collateral Suspension Period), (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Parent Borrower and its Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (iiid) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each of the BorrowerBorrowers, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each of the BorrowerBorrowers, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement Agreement, any Notes and to grant the security interests and Liens as provided in the Loan Documents, and, in the case Letter of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsCredit Requests. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each of the other Loan DocumentsBorrowers, with the Extensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to the Closing Date, (iib) filings to perfect the Liens created by the Security Documents, (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Parent Borrower and its Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (iiid) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each of the Borrowers, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each of the Borrowers and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the corporate or business trust power and authority, and the legal right, to make, deliver and perform this Agreement and the other Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents Documents, and to which it is a party and, in the case of the Borrower, borrow hereunder. The Borrower has taken all necessary corporate action to authorize the borrowings and other extensions of credit on the terms and conditions of set forth in this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents Notes and to grant the security interests execute, deliver and Liens as provided in perform its obligations under this Agreement and the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactionsborrowings hereunder, the borrowings and other extensions of credit hereunder or with the execution, deliverydelivery or performance by the Borrower, performance, or with the validity or enforceability against the Borrower of this Agreement or any of and the other Loan Documents, except Documents other than (i) consents, authorizations, filings and notices described in as set forth on Schedule 3.4, which consents, authorizations, filings and notices have been obtained 4.01(d) or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) any consents, notices authorizations and filings which in connection with the failure to make or obtain foregoing that, if not obtained, could not reasonably be expected to have a Material Adverse Effect. Each On the Closing Date, the Administrative Agent and each Lender shall have received complete and current copies of all consents, authorizations and filings listed on Schedule 4.01(d), which such consents, authorizations and filings shall be in full force and effect as of the Closing Date. This Agreement has been, and each other Loan Document has been when executed and delivered will be, duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutesAgreement, and each other Loan Document upon execution when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, the Borrower enforceable against each such Loan Party the Borrower, in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The execution, delivery and performance by OptiCare of this Restructure Agreement, the Loan other Restructure Documents to which it OptiCare is a party andand all instruments and documents to be delivered by OptiCare, in the case issuance and sale of the Borrower, to authorize New Preferred Stock and the borrowings Warrants and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactionsother transactions contemplated by any of the foregoing: (i) are within OptiCare's and its Subsidiaries' corporate power and authority; (ii) have been duly authorized by the Board of Directors of OptiCare; (iii) as of the Closing and assuming due approval of the Company's stockholders, the borrowings and other extensions will have been duly authorized by all necessary or proper corporate action (including any required action of credit hereunder stockholders of OptiCare); (iii) are not in contravention of any provision of OptiCare's Certificate of Incorporation or with the execution, delivery, performance, validity or enforceability of this Agreement by-laws or any of its Subsidiaries' certificate of incorporation or by-laws; (iv) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other Loan Documentsinstrument to which OptiCare or any of its Subsidiaries is a party or by which OptiCare, except any of its Subsidiaries or any of their property is bound; (ivi) consents, authorizations, filings and notices described will not result in Schedule 3.4, which consents, authorizations, filings and notices have been obtained the creation or made and are imposition of any Lien upon any of the property of OptiCare (other than Liens in full force and effect, (ii) the filings referred to in Section 3.19 favor of Palisade and/or Capital Source); and (iiivii) consentsdo not require the consent or approval of, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effectany filing with, any governmental authority or regulatory organization or any other Person. Each Loan Document of the Restructure Documents has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, by OptiCare and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Loan Party party theretoOptiCare, enforceable against each such Loan Party it in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar laws affecting the enforcement creditors' rights and remedies generally, and subject, as to enforceability, to general principles of creditors’ rights generally equity, including principles of commercial reasonableness, good faith and by general equitable principles fair dealing (regardless of whether enforcement is sought by proceedings in equity a proceeding at law or at lawin equity).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to consummate borrow hereunder in accordance with the Transactions terms and to borrow and obtain other extensions of credit hereunderconditions hereof. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.04 or as contemplated by the Amendment Agreement, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 4.18 and filings required under the Exchange Act in respect of the transactions contemplated hereby, and (iii) consents, authorizations, filings and notices required under the laws of the jurisdiction of organization of any Foreign Subsidiary in respect of the grant of a security interest in respect of its Capital Stock pursuant to the Guarantee and filings which the failure to make Collateral Agreement or obtain could not reasonably be expected to have a Material Adverse Effectany other Security Document. Each 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 Loan Document upon execution will constituteconstitute (in each case, assuming due execution by the parties other than the Loan Parties party thereto), 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents Documents, Notes and Letter of Credit Requests to which it is a party and, in the case of the each Borrower, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement Agreement, and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsany Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each Borrower, with the other Loan DocumentsExtensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to or on the Closing Date, (iib) filings to perfect the Liens created by the Security Documents, (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Parent Borrower and its Restricted Subsidiaries, the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof, (d) filings and other required formalities pursuant to the Financial Administration Act (Canada) in respect of accounts of the Parent Borrower and its Subsidiaries, the Obligor in respect of which is Her Majesty the Queen in the right of Canada or any department, agency or instrumentality thereof and (iiie) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Borrower, and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of the Transactions, Acquisition and the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and 4.19, (iii) consents, authorizations, filings and notices and filings which relating to the Acquisition, the failure to make or obtain could not not, in the aggregate, reasonably be expected to have a Material Adverse EffectEffect and (iv) immaterial consents, authorizations, filings and notices relating to the Loan Documents to be obtained by Subsidiaries. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents Documents, Notes and Letter of Credit Requests to which it is a party and, in the case of the each Borrower, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement Agreement, and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsany Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each Borrower, with the other Loan DocumentsExtensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to or on the Closing Date, (iib) filings to perfect the Liens created by the Security Documents, (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Parent Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof, (d) filings pursuant to the Financial Administration Act (Canada) in respect of accounts of the Parent Borrower and its Subsidiaries the Obligor in respect of which is Her Majesty the Queen in the right of Canada or any department, agency or instrumentality thereof and (iiie) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of the Transactions, Acquisition and the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of Acquisitions, the Transactions, Bumble Bee Acquisition and the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) consents under immaterial Contractual Obligations relating to limitations on the assignability thereof and (iii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The execution, delivery and performance of by Borrower and the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions Guarantor Subsidiaries of this Agreement and the other Loan Documents and all instruments and documents to grant be delivered by Borrower or any Guarantor Subsidiary hereunder and thereunder (in each case, to the security interests extent such Person is a party thereto) and the creation of all Liens as provided for herein and therein: (i) are within Borrower's and each Guarantor Subsidiary's corporate power; (ii) have been duly authorized by all necessary or proper corporate and shareholder action; (iii) are not in contravention of any provision of Borrower's or any Subsidiary of Borrower's certificate or articles of incorporation or bylaws; (iv) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower or any Subsidiary of Borrower is a party or by which Borrower or any Subsidiary of Borrower or any of its or their assets or properties is bound, where the consequence of such conflict, breach, termination, default or acceleration could have or result in a Material Adverse Effect; (vi) will not result in the creation or imposition of any Lien upon any of the assets or properties of Borrower or any Subsidiary of Borrower other than those on the assets and properties Borrower and the Guarantor Subsidiaries in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents, and, in ; and (vii) do not require the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. 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 Person, except those referred to in connection Section 2.1(d), all of which will have been duly obtained, made or complied with prior to the consummation of Closing Date. At or prior to the TransactionsClosing Date, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any and each of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices Documents shall have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, or for the benefit of Borrower and the Guarantor Subsidiaries and each other Loan Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party thereto, Borrower and the Guarantor Subsidiaries enforceable against each such Loan Party Borrower and the Guarantor Subsidiaries in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting the enforcement rights of creditors’ rights creditors generally and or by application of general equitable principles (whether enforcement is sought by proceedings in equity or at law)of equity.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents and Acquisition Documentation to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents and Acquisition Documentation to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, (ii) the consents, authorizations, filings and notices described in Schedule 3.4 and (iii) the filings referred to in Section 3.19 and 3.18. 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 the Acquisition or the Acquisition Documentation, except (iiii) consents, authorizations, filings and notices that have been obtained or made and are in full force and effect and (ii) consents, authorizations, filings or notices of which the failure to obtain or make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document and each item of Acquisition Documentation has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions or have Letters of credit Credit issued hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and Agreement. Except as would not reasonably be expected to grant the security interests and Liens as provided in the Loan Documentshave a Material Adverse Effect, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Acquisition Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, effect or the failure to obtain which would not reasonably be expected to have a Material Adverse Effect and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.17. Each 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 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)) and the implied covenants of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each ------------------------------------------------------- Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation Acquisition and the borrowings hereunder or the operation of the Transactions, Borrower's business following the borrowings and other extensions of credit hereunder Closing Date or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, as to which consentsthe failure to obtain could not, authorizationsin the aggregate, filings reasonably be expected to have a Material Adverse Effect and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The execution, delivery and performance by each Credit Party of this Agreement, the other Loan Documents to which it each is a party andand all instruments and documents to be delivered by each Credit Party, and the consummation of the other transactions contemplated by any of the foregoing: (i) are within such Credit Party's corporate power and authority; (ii) have been duly authorized by all necessary or proper corporate action; (iii) are not in contravention of any provision of such Credit Party's certificate of incorporation or by-laws; (iv) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the case breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Credit Party or any of its Subsidiaries is a party or by which such Credit Party, any of its Subsidiaries or any of their property is bound; (vi) will not result in the creation or imposition of any Lien upon any of the Borrower, to authorize property of such Credit Party or any of its Subsidiaries other than Permitted Liens; and (vii) do not require the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization approval of, or any filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with (except to the consummation of extent previously obtained or made). At or prior to the TransactionsClosing Date, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability each of this Agreement or any of and the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices Documents shall have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of by each Loan Credit Party party thereto. This Agreement constitutes, thereto and each other Loan 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 Party it in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar laws affecting the enforcement creditors' rights and remedies generally, and subject, as to enforceability, to general principles of creditors’ rights generally equity, including principles of commercial reasonableness, good faith and by general equitable principles fair dealing (regardless of whether enforcement is sought by proceedings in equity a proceeding at law or at lawin equity).

Corporate Power; Authorization; Enforceable Obligations. Each of the Borrowers and the other Loan Party Parties has the corporate or business trust other necessary power and authority, and the legal right, to makeexecute, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate borrow hereunder and each of the Transactions Borrowers and to borrow and obtain the other extensions of credit hereunder. Each Loan Party Parties has taken all necessary corporate action or other organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Revolving Credit Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. 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 received, made, given or completed by any of the Loan Parties in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement the Loan Documents to which any Borrower or any of the other Loan Documents, except (i) Parties is a party other than filings and recordings to perfect the security interest of the Lenders created by the Security Documents and other than those set forth on Schedule 5.4. All of such consents, authorizations, filings filings, notices and notices described in other acts set forth on Schedule 3.45.4 have been heretofore received, which made, given or completed except for such consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consentsfilings, notices and filings which the other acts that a Borrower's or other Loan Party's failure to make receive, make, give or obtain complete could not reasonably be expected to have a Material Adverse Effect. Each Loan Document This Agreement has been duly executed and delivered on behalf by each Borrower, and each of the other Loan Documents to which each Borrower or any of the other Loan Party Parties is a party theretohas been duly executed and delivered by such Borrower or such other Loan Party. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Borrower, and each other Loan Party Document to which each Borrower or any of the other Loan Parties is a party theretoconstitutes a legal, valid and binding obligation of such Borrower or such other Loan Party, enforceable against each such Borrower or such other 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.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the Extensions of Credit on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance by it of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by any Loan Party in connection with the consummation Extensions of the Transactions, the borrowings and other extensions of credit Credit hereunder or with the execution, delivery, performance, delivery or performance by each applicable Loan Party or the validity or enforceability of this Agreement with respect to or against any Loan Party of the Loan Documents to which it is a party other Loan Documentsthan consents, except authorizations and (i) consents, authorizations, the filing of Uniform Commercial Code financing statements and filings with the United States Patent and notices described in Schedule 3.4, which consents, authorizations, filings Trademark Office and notices have been obtained or made and are in full force and effectthe United States Copyright Office to perfect the security interest that can be perfected by such filings, (ii) recordation of the filings referred to in Section 3.19 Mortgages and the Leasehold Mortgages, (iii) consentsfilings in connection with enforcement of Loan Documents and (iv) filings as contemplated by subsection 7.1. This Agreement has been, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each each other Loan Document has been will be, duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, 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).

Corporate Power; Authorization; Enforceable Obligations. Each ------------------------------------------------------- Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) approvals by the board of directors or other governing body and such consents, authorizations, filings and notices described in Schedule 3.44.4, which approvals, consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 4.22 and (iii) such approvals, consents, authorizations, filings and notices and filings the absence of which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been, and each other Loan Document has been when executed and delivered pursuant hereto will have been, duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has Upon the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case entry of the BorrowerFinal Order by the Bankruptcy Court, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance by each of the Borrower and each Guarantor of the Loan Documents to which it is a party andand all other instruments and documents to be delivered by it hereunder and thereunder to the extent it is a party thereto and the creation of all Liens provided for herein and therein: (a) are within its organizational power; (b) have been duly authorized by all necessary action; (c) are not in contravention of any provision of its certificate or articles of organization or by-laws or other organizational documents; (d) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality; (e) will not conflict with or result in the case breach or termination of, constitute a default under or accelerate any performance required by, any material indenture, mortgage, deed of trust, lease, agreement or other instrument to which it is a party or by which it or any of its material property is bound; (f) will not result in the creation or imposition of any Lien upon any of the Borrowerproperty of Borrower or any Guarantor other than those in favor of Lender, all pursuant to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in ; and (g) do not require the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. 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 the consummation Person, all of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices will have been obtained duly obtained, made or made complied with prior to the Closing Date and which are in full force and effect. At or prior to the Closing Date, (ii) each of the filings referred Loan Documents to in Section 3.19 which each of the Borrower and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to each Guarantor is a party shall have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf by it and shall then, assuming due execution and delivery by the other parties thereto, subject to the entry of each Loan Party party thereto. This Agreement constitutesthe Final Order by the Bankruptcy Court, and each other Loan Document upon execution will constitute, constitute a legal, valid and binding obligation of each Loan Party it to the extent it is a party thereto, enforceable against each such Loan Party it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party of the Borrower and each Subsidiary has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, party. The Borrower has appropriate power and authority to borrow hereunder and has taken all necessary corporate action to authorize the borrowings and other extensions of credit on the terms and conditions of set forth in this Agreement and to grant the security interests and Liens as provided in the Loan DocumentsNotes. Except as set forth in SCHEDULE 3.4, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No (a) no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority (including any filing, termination of any notice period or consent under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended) is required in connection with the borrowings hereunder or with the execution, delivery or performance by the Borrower or any Subsidiary of, or the validity or enforceability of the Loan Documents and (b) no consent or authorization of, filing with, notice to or other act by or in respect of any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement the Loan Documents or the Acquisition Documents to which the Borrower or any of the Subsidiary is a party. This Agreement has been, and each other Loan DocumentsDocument to which it is a party will be, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of the Borrower and each Loan Party party theretoSubsidiary. This Agreement constitutes, and each other Loan Document upon execution to which the Borrower or any Subsidiary, as the case may be, is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party theretothe Borrower or such Subsidiary, as the case may be, enforceable against each the Borrower or such Loan Party Subsidiary, as the case may be, in accordance with its terms, except as the enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting the enforcement rights of creditors’ rights creditors generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and Agreement. Except as would not reasonably be expected to grant the security interests and Liens as provided in the Loan Documentshave a Material Adverse Effect, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4notices, which consents, authorizations, filings and notices have been obtained or, within any period set forth in the relevant Security Document, will be obtained or made and are or will be in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which effect or the failure to make or obtain could which would not reasonably be expected to have a Material Adverse Effect, (ii) filings to perfect the Liens created by the Security Documents, (iii) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Parent and its Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof, (iv) filings pursuant to the Financial Administration Act (Canada) in respect of accounts of the Parent and its Subsidiaries the Obligor in respect of which is Her Majesty the Queen in the right of Canada or any department, agency or instrumentality thereof, and (v) the filings referred to in Section 5.17. Each 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 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)) and the implied covenants of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions obtain Loans and to borrow Letters of Credit hereunder, and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings Loans and other extensions Letters of credit Credit extended to it, if any, on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsany promissory notes requested hereunder. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each Borrower, with the other Loan DocumentsLoans and Letters of Credit extended to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.47.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to the Closing Date, (iib) filings to perfect the filings referred to in Section 3.19 Liens created by the Security Documents, and (iiic) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The ------------------------------------------------------- execution, delivery and performance by Borrowers and the Significant Subsidiaries of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, andAncillary Agreements and all instruments and documents to be delivered by Borrowers and the Significant Subsidiaries, to the extent they are parties thereto, hereunder and thereunder and the creation of all Liens provided for herein and therein: (i) are within Borrowers' and the Significant Subsidiaries' corporate power; (ii) have been duly authorized by all necessary or proper corporate action; (iii) are not in contravention of any provision of Borrowers' or the Significant Subsidiaries' respective certificates or articles of incorporation or by-laws or other constitutive documents; (iv) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the case material breach or termination of, constitute a material default under or accelerate any performance required by, any indenture, mortgage, deed of each Subsidiary Guarantortrust, lease, agreement or other instrument to guarantee the Obligations which Borrowers or any of the Borrower on the terms and conditions Significant Subsidiaries is a party or by which Borrowers or any of the applicable Loan Documents Significant Subsidiaries or any of their property is bound; (vi) will not result in the creation or imposition of any Lien upon any of the property of Borrowers or any of the Significant Subsidiaries other than those in favor of the Agent and the Lenders, all pursuant to grant the security interests and Liens as provided in the Loan Documents. No ; and (vii) do not require the 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 Person. At or prior to the consummation Closing Date, each of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices Documents shall have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered for the benefit of or on behalf of each Loan Party party thereto. This Agreement constitutesBorrowers or the Significant Subsidiaries, as the case may be, and each other Loan Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party Borrower or the Significant Subsidiaries, to the extent they are parties thereto, enforceable against each such Loan Party them in accordance with its terms, terms except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium or reorganization and other similar laws affecting the enforcement of creditors’ ' rights generally generally, and (ii) as such enforceability may be limited by general equitable principles (of equity, regardless of whether enforcement is sought by proceedings asserted in a proceeding in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower and each of the Guarantors has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party The Borrower and each of the Guarantors has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 Person, is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effecteffect and any such other consent, (ii) authorization, filing, notice or other act required to be made or obtained after the filings referred Effective Date in the ordinary course of business or in order to in Section 3.19 and (iii) consents, notices and filings which perfect the failure to make or obtain could not reasonably be expected to have a Material Adverse EffectLiens granted under the Security Documents. Each Loan Document to which the Borrower or any of the Guarantors is a party has been duly executed and delivered on behalf of the Borrower and each Loan Party party theretosuch Guarantor, as applicable. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party of the Borrower and any Guarantor that is party thereto, 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party andand the creation of all Liens provided for therein: (a) are within such Person’s power; (b) have been duly authorized by all necessary corporate, limited liability company or limited partnership action; (c) do not contravene any provision of such Person’s charter, bylaws or partnership or operating agreement as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the case breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any material indenture, mortgage, deed of trust, material lease, loan agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the Borrowerproperty of such Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in ; and (g) do not require the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. 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 the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsPerson, except (i) consentsthose referred to in Section 3.1 of the Existing Credit Agreement, authorizations, filings and notices described in Schedule 3.4, all of which consents, authorizations, filings and notices will have been obtained duly obtained, made or made and are in full force and effectcomplied with prior to the Closing Date, (ii) the filings referred to in Section 3.19 4.25 and (iii) consents, authorizations, filings and notices obtained or made in the ordinary course of business (except with respect to the incurrence and filings which repayment of the failure to make Loans, the Liens granted under the Collateral Documents or obtain could not reasonably be expected to have a Material Adverse Effectany other material rights of Agent and the Lenders under the Loan Documents). Each of the Loan Document has been Documents shall be duly executed and delivered on behalf of by each Loan Credit Party that is a party thereto. This Agreement constitutesthereto and, and each other such Loan Document upon execution will constitute, shall constitute a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party it in accordance with its terms, except as to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party andparty, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes, to consummate the Plan of Reorganization and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. No consent consent, approval 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 consummation of the Transactionsborrowings hereunder, the borrowings and other extensions Plan of credit hereunder Reorganization or with the execution, delivery, performance, validity or enforceability of this Agreement or any and performance of the Loan Documents or the Plan of Reorganization to which any Loan Party is a party or in connection with the transactions contemplated thereby, other Loan than (a) filings and recordings in order to perfect the Liens in favor of the Agent for the benefit of the Lenders created by the Security Documents, except (ib) such orders, consents, authorizationsapprovals and authorizations of, filings and all notices described in Schedule 3.4and all written assumptions of obligations to, Governmental Authorities and any other Persons which consents, authorizations, filings and notices have been obtained heretofore obtained, made or made given and are in full force and effect, and complete and correct copies of which have heretofore been furnished to the Agent, (iic) the filings referred to in Section 3.19 and (iii) consentsany consent, notices and filings which approval, authorization, filing or notice, the failure of which to make or obtain could would not reasonably be expected to have a Material Adverse Effect, (d) filings of Uniform Commercial Code financing statements listed in Schedule 4.3 in the appropriate filing offices in the appropriate jurisdictions in favor of the Agent for the benefit of the Lenders in order to perfect the Liens of the Agent for the benefit of the Lenders created by the Security Documents and (e) filings related to any trademarks of the Borrower or its Subsidiaries to perfect the Liens of the Agent for the benefit of the Lenders created by any Subsidiary Trademark Security Agreement. Each This Agreement has been, and each other Loan Document has been to which any Loan Party is or will be a party will be, duly executed and delivered on behalf of each such Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution to which any Loan Party is or will be a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, thereto enforceable against each such Loan Party it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ creditor's rights generally and by general equitable principles (whether whenever enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party hereunder and has taken all necessary corporate action or to authorize the borrowings and other organizational action extensions of credit hereunder on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. 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 consummation of the Transactions, as a condition precedent to the borrowings and or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this the Loan Documents. This Agreement or any of the has been, and each other Loan DocumentsDocument to which it is a party will be, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party hereto or thereto. This Agreement constitutes, and each other Loan Document upon execution will constituteto which it is a party constitutes, a legal, valid and binding obligation of each Loan Party that is a party hereto or 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. No Legal Bar. The execution, delivery and performance by the Borrower of the Loan Documents, the borrowings and other extensions of credit hereunder and the use of the proceeds thereof and the consummation of the Transaction will not (or, with respect to the consummation of the Transaction, did not) (a) violate any Requirement of Law or Contractual Obligation of any Loan Party or of any of its Subsidiaries except (other than with respect to Security Documents or the organizational and governing documents of such Loan Party or Subsidiaries)., as would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (b) result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation (other than those Liens created by the Loan Documents). 36

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and Agreement. Except as would not reasonably be expected to grant the security interests and Liens as provided in the Loan Documentshave a Material DB1/ 120677560.3 Adverse Effect, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4notices, which consents, authorizations, filings and notices have been obtained or, within any period set forth in the relevant Security Document, will be obtained or made and are or will be in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which effect or the failure to make or obtain could which would not reasonably be expected to have a Material Adverse Effect, (ii) filings to perfect the Liens created by the Security Documents, (iii) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Parent and its Subsidiaries the obligor in respect of which is the United States of America or any department, agency or instrumentality thereof, and (iv) the filings referred to in Section 5.17. Each 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 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)) and the implied covenants of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The execution, delivery and performance by each Borrower of the Loan Documents to which it is a party andparty, and the creation of all Liens provided for herein and therein: (a) are and will continue to be within the Borrower’s power and authority; (b) have been and will continue to be duly authorized by all necessary or proper action; (c) are not and will not be in violation of any Requirement of Law or, conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the case creation of any Lien upon any of the properties or assets of Borrower, or give to authorize the borrowings others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Borrower debt or otherwise) or other understanding to which Borrower is a party or by which any property or asset of Borrower is bound or affected or any other Contractual Obligation of Borrower; (d) do not and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided will not result in the Loan Documents, and, in the case creation or imposition of each Subsidiary Guarantor, to guarantee the Obligations any Lien (other than Permitted Encumbrances) upon any of the Borrower on Collateral; and (e) except as set forth in Section 8.3, below, do not and will not require the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. 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 the consummation Person. As of the TransactionsClosing Date, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each each Loan Document has shall have been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutesBorrower, and each other such Loan Document upon such execution and delivery shall be and will constitute, continue to be a legal, valid and binding obligation of each Loan Party party theretoBorrower, enforceable against each such Loan Party it in accordance with its terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar laws affecting the enforcement of creditors’ rights generally generally. The Disbursed Escrow Conversion Shares and all other Shares, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of all Liens imposed by general equitable principles (whether enforcement is sought by proceedings any Borrower other than restrictions on transfer provided for in equity or at law)applicable securities laws.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party of the ------------------------------------------------------- Company and each Designated Subsidiary has the corporate or business trust power and authority, and the legal right, to make, deliver and perform this Agreement, the Notes, each Application and the other Loan Documents to which it is a party and, in the case of the Borrowerparty, to consummate the Transactions borrow hereunder and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action grant the Liens pursuant to authorize the execution, delivery and performance of the Loan Security Documents to which it is a party and, in the case of the Borrower, and has taken all necessary corporate action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to the Notes, the grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on Liens pursuant to the terms Security Documents to which it is a party and conditions the execution, delivery and performance of this Agreement, the applicable Notes, each Application and each other Loan Documents and Document to grant the security interests and Liens as provided in the Loan Documentswhich it is a party. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation borrowings hereunder, the grant of the Transactions, Liens pursuant to the borrowings and other extensions of credit hereunder Security Documents or with the execution, delivery, performance, validity or enforceability of this Agreement Agreement, the Note, each Application or any other Loan Document except that prior authorization of the SBA is required for any exercise of remedies under the Subsidiary Pledge Agreement with respect to the FinOp common stock pledged thereunder and under the Company Pledge Agreement with respect to the common stock of CONNA Corporation pledged thereunder. This Agreement and each other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred Document to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have Company is a Material Adverse Effect. Each Loan Document party (except the Notes) has been been, and each Note will be, duly executed and delivered on behalf of each Loan Party party theretothe Company. This Agreement constitutes, and each other Loan Document upon execution to which the Company is a party (except the Notes) constitutes, and each Note when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, the Company enforceable against each such Loan Party the Company 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the 156 case of each of the BorrowerBorrowers, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each of the BorrowerBorrowers, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement Agreement, any Notes and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsL/C Requests. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each of the other Loan DocumentsBorrowers, with the Extensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to the Closing Date, (iib) filings to perfect the Liens created by the Security Documents, (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Parent Borrower and its Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof, (d) filings pursuant to the Financial Administration Act (Canada) in respect of accounts of the Parent Borrower and its Subsidiaries the Obligor in respect of which is Her Majesty the Queen in the right of Canada or any department, agency or instrumentality thereof and (iiie) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each of the Borrowers, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each of the Borrowers and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust requisite power and authority, and the legal right, to make, deliver and perform the Loan Documents and the Transaction Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents and the Transaction Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of the Transactions, Transactions and the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or Agreement, any of the other Loan Documents or the Transaction Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the consents under immaterial Contractual Obligations and (iii) filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effectsubsection 4.19. Each Loan Document and each Transaction Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement and each Transaction Document constitutes, and each other 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).

Corporate Power; Authorization; Enforceable Obligations. Each ------------------------------------------------------- Loan Party has the corporate or business trust power and authority, and the legal le gal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of the TransactionsPensar Acquisition, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.48.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) other consents required in connection with the filings referred to in Section 3.19 and (iii) consentsPensar Acquisition, notices and filings which the failure to make or obtain which could not reasonably be expected to have a Material Adverse Effect, and (iii) the filings referred to in Section 8.19. Each 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 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party and the Completion Guarantor has the corporate or business trust power limited liability company power, as the case may be, and authority, and the legal right, to make, deliver and perform the Loan Documents and the other Operative Documents to which it is a party and to carry out the transactions contemplated thereby and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party and the Completion Guarantor has taken all necessary corporate action or other organizational action limited liability company action, as the case may be, to authorize the execution, delivery and performance of the Loan Documents and the other Operative Documents to which it is a party and, in the case of the BorrowerBorrower and Capital Corp., to authorize the borrowings and other extensions issuances of credit Indebtedness on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan other Operative Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any Person (other Person than a Loan Party) is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement Agreement, any of the Loan Documents or any of the other Loan Operative Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have have, unless otherwise indicated on Schedule 4.4, been obtained or made and are in full force and effect, effect and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.19. Each Loan Document and other Operative Document has been duly executed and delivered on behalf of the Completion Guarantor and each Loan Party party thereto. This Agreement constitutes, and each other Loan Document, Project Document and Operative Document upon execution will constitute, a legal, valid and binding obligation of the Completion Guarantor and each Loan Party party thereto, enforceable against the Completion Guarantor and 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party and the Completion Guarantor has the corporate or business trust power limited liability company power, as the case may be, and authority, and the legal right, to make, deliver and perform the Loan Documents and the other Operative Documents to which it is a party and to carry out the transactions contemplated thereby and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party and the Completion Guarantor has taken all necessary corporate action or other organizational action limited liability company action, as the case may be, to authorize the execution, delivery and performance of the Loan Documents and the other Operative Documents to which it is a party and, in the case of the BorrowerBorrower and Capital Corp., to authorize the borrowings and other extensions issuances of credit Indebtedness on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan other Operative Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any Person (other Person than a Loan Party) is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement Agreement, any of the Loan Documents or any of the other Loan Operative Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have have, unless otherwise indicated on Schedule 4.4, been obtained or made and are in full force and effect, effect and (ii) the filings and actions referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.19. Each Loan Document and other Operative Document has been duly executed and delivered on behalf of the Completion Guarantor and each Loan Party party thereto. This Agreement constitutes, and each other Loan Document, Project Document and Operative Document upon execution will constitute, a legal, valid and binding obligation of the Completion Guarantor and each Loan Party party thereto, enforceable against the Completion Guarantor and 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to consummate borrow hereunder in accordance with the Transactions terms and to borrow and obtain other extensions of credit hereunderconditions hereof. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowerBorrowers, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.04, 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 3.19 4.18 and filings required under the Exchange Act in respect of the transactions contemplated hereby, and (iii) consents, authorizations, filings and notices required under the laws of the jurisdiction of organization of any Foreign Subsidiary in respect of the grant of a security interest in respect of its Capital Stock pursuant to the Guarantee and filings which the failure to make Collateral Agreement or obtain could not reasonably be expected to have a Material Adverse Effectany other Security Document. Each 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 Loan Document upon execution will constituteconstitute (in each case, assuming due execution by the parties other than the Loan Parties party thereto), 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Credit Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform this Agreement, any of the Specified Notes and the other Specified Loan Documents to which it is a party and, in the case of the with respect to each Specified Borrower, to consummate the Transactions borrow hereunder and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action to authorize the borrowings on the terms and conditions of, or the granting of any security interests under, this Agreement and any of the Specified Notes and the other organizational action Specified Loan Documents and to authorize the execution, delivery and performance of this Agreement, any of the Specified Notes and the other Specified Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. 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 consummation of the Transactions, the borrowings and other extensions of credit hereunder under this Agreement or with the execution, delivery, performance, validity or enforceability of, or the granting of any security interests under, this Agreement or Agreement, any of the Specified Notes or the other Specified Loan DocumentsDocuments to which any Credit Party is a party, except for (i) consentsthose set forth on Schedule 5.4, authorizations, filings and notices described in Schedule 3.4, each of which consents, authorizations, filings and notices have been obtained or will be made or taken and are or will be in full force and effect, (ii) the filings referred to in Section 3.19 and consents under immaterial Contractual Obligations or (iii) consentsthose referred to subsection 5.20. This Agreement, notices any Specified Note and filings which each of the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each other Specified Loan Document Documents has been duly executed and delivered on behalf of each Loan the Credit Party party thereto. This Agreement constitutesAgreement, any Specified Note and each of the other Specified Loan Document upon execution will constitute, Documents constitutes a legal, valid and binding obligation of each Loan the Credit Party party thereto, 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Indentures and the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents Documents, and to which it is a party andborrow hereunder (in each case, in subject to the case entry by the Bankruptcy Court of the Borrower, Interim Order or the Final Order (when entered)). The Borrower has taken all necessary corporate action to authorize the borrowings and other extensions of credit on the terms and conditions of set forth in this Agreement and to grant the security interests and Liens as provided in the Notes and to execute, deliver and perform its obligations under the Indentures and the Loan DocumentsDocuments (in each case, and, in subject to the case of each Subsidiary Guarantor, to guarantee entry by the Obligations Bankruptcy Court of the Borrower on Interim Order or the terms and conditions Final Order (when entered)). As of the applicable Loan Documents Original Closing Date, set forth on Schedule 3.4a are all consents or authorizations of, filings with, notices to or other acts by or in respect of, any Governmental Authority or any other Person required in connection with the authorization, execution, or issuance of any First Mortgage Bond, the authorization, delivery, performance or validity of any Supplemental Indenture, or the execution, delivery, performance, validity or enforceability of the Bond Collateral Agreement or any Collateral Document related thereto, and to grant in each case any application therefor (collectively, the security interests and Liens as provided in the Loan Documents“First Mortgage Approvals”). 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 consummation of the Transactionsborrowings hereunder, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement the Loan Documents other than (w) the Interim Order and the Final Order (when entered), (x) First Mortgage Approvals, (y) as set forth on Schedule 3.4b, or (z) any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices authorizations and filings which in connection with the failure to make or obtain foregoing that, if not obtained, could not reasonably be expected to have a Material Adverse Effect. Each On or before the Original Closing Date, the Administrative Agent and each Lender had received complete and current copies of all consents, authorizations and filings listed on Schedule 3.4b and complete and current copies of all First Mortgage Approvals. No such consent, authorization or filing is or shall be conditioned upon or otherwise imposes any materially burdensome or adverse condition. This Agreement and the Indentures have been, and each other Loan Document has been when executed and delivered will be, duly executed and delivered on behalf of the Borrower (in each Loan Party party theretocase, subject to the entry by the Bankruptcy Court of the Interim Order and the Final Order (when entered)). This Agreement constitutesand the Indentures constitute, and each other Loan Document upon execution when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, the Borrower enforceable against each such Loan Party the Borrower, in accordance with its termstheir respective terms and the Orders (in each case, subject to the entry by the Bankruptcy Court of the Interim Order and the Final Order (when entered)), 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has (or with respect to the First Mortgage Bonds, the Supplemental Indentures and the Bond Collateral Agreement, when executed, the Borrower shall have) the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Indentures and the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents Documents, and to which it is a party andborrow hereunder. The Borrower has (or with respect to the First Mortgage Bonds, in the case of Supplemental Indentures and the BorrowerBond Collateral Agreement, when executed, the Borrower shall have) taken all necessary corporate action to authorize the borrowings and other extensions of credit on the terms and conditions of set forth in this Agreement and in the Notes and to grant execute, deliver and perform its obligations under the security interests Indentures and Liens as provided in the Loan Documents. Set forth on Schedule 3.4a are all consents or authorizations of, andfilings with, notices to or other acts by or in respect of, any Governmental Authority or any other Person required in connection with the case authorization, execution, or issuance of each Subsidiary Guarantorany First Mortgage Bond, to guarantee the Obligations authorization, delivery, performance or validity of any Supplemental Indenture, or the execution, delivery, performance, validity or enforceability of the Borrower on Bond Collateral Agreement or any Collateral Document related thereto, and in each case any application therefor (collectively, the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents"First Mortgage Approvals"). 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 consummation of the Transactionsborrowings hereunder, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement the Loan Documents other than (x) First Mortgage Approvals, (y) as set forth on Schedule 3.4b, or (z) any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices authorizations and filings which in connection with the failure to make or obtain foregoing that, if not obtained, could not reasonably be expected to have a Material Adverse Effect. Each On the Closing Date, the Administrative Agent and each Lender shall have received complete and current copies of all consents, authorizations and filings listed on Schedule 3.4b. On the Cash Collateral Release Date, the Administrative Agent and each Lender shall have received complete and current copies of all First Mortgage Approvals. No such consent, authorization or filing is or shall be conditioned upon or otherwise imposes any materially burdensome or adverse condition. This Agreement and the Indentures have been, and each other Loan Document has been when executed and delivered will be, duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutesand the Indentures constitute, and each other Loan Document upon execution when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, the Borrower enforceable against each such Loan Party the Borrower, in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions obtain Loans and to borrow Letters of Credit hereunder, and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings Loans and other extensions Letters of credit Credit extended to it, if any, on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsany promissory notes requested hereunder. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each Borrower, with the other Loan DocumentsLoans and Letters of Credit extended to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.47.4 to this Agreement, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to the Closing Date, (iib) filings to perfect the filings referred to in Section 3.19 Liens created by the Security Documents, and (iiic) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authorityThe ------------------------------------------------------- execution, delivery, and the legal right, to make, deliver performance by Borrower and perform the Loan Documents to which it is a party and, in the case each of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance its Subsidiaries of the Loan Documents to which it is a party andparty, and the creation of all Liens provided for in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and the other Loan Documents: (a) are and will continue to grant the security interests be within Borrower's and Liens as provided each of its Subsidiaries' corporate power; (b) have been and will continue to be duly authorized by all necessary or proper corporate and shareholder action; (c) are not and will not be in contravention of any provision of Borrower's or any of its Subsidiaries' charter or bylaws; (d) do not and will not violate any Applicable Law or any order or decree of any court or Governmental Authority; (e) do not and will not conflict with or result in the Loan Documentsbreach or termination of, andconstitute a default under, or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which Borrower or any of its Subsidiaries is a party or by which Borrower or any of its Subsidiaries or any of their property is bound; (f) do not and will not result in the case creation or imposition of each Subsidiary Guarantor, to guarantee the Obligations any Lien (other than Permitted Liens) upon any of the Borrower on Collateral; and (g) do not and will not require the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. 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 the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsPerson, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings those specifically referred to in Section 3.19 and the Schedule of Documents (iii) consentsall of which will have been duly obtained, notices and filings which made, or complied with on or before the failure to make or obtain could not reasonably be expected to have a Material Adverse EffectClosing Date). Each As of the Closing Date, each Loan Document has shall have been duly executed and delivered for the benefit of or on behalf of Borrower and each Loan Party party thereto. This Agreement constitutesof its Subsidiaries, and each other such Loan Document upon execution to which it is a party shall then be and will constitute, continue to be a legal, valid valid, and binding obligation of Borrower and each Loan Party party theretoof its Subsidiaries, enforceable against each such Loan Party it in accordance with its terms, except subject, as enforceability may be limited by to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or similar moratorium, and other laws affecting the enforcement creditors' rights generally, and to general principles of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)equity.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has The execution, delivery, and performance of this Agreement by MW and all instruments and documents to be executed by MW on the corporate or business trust power and authoritydate hereof pursuant to this Agreement, and the legal rightcreation of all Liens to be granted by MW as provided for herein: (a) are within MW's power; (b) have been duly authorized by all necessary or proper corporate action, including the consent of shareholders where required; (c) are not in contravention of any provision of MW's certificate of incorporation or by-laws; (d) will not violate any law or regulation applicable to makeMW or any order or decree applicable to MW of any court or governmental instrumentality; (e) except as set forth on SCHEDULE 8.3 annexed hereto, deliver and perform will not conflict with or result in the Loan Documents breach or termination of, constitute a default under, or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which it MW is a party andor by which MW or any of its property is bound, which conflicts, breaches, or defaults, either individually, or in the case aggregate will have a material adverse effect on the business, operations, property, or financial condition of MW, the BorrowerAccounts and Indebtedness (such Accounts and Indebtedness taken as a whole), to consummate the Transactions Monogram's Lien in and to borrow the Accounts and obtain Indebtedness (such Accounts and Indebtedness taken as a whole), or the priority of such Lien; and (f) do not require any filing (other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action than the filings contemplated hereby) or other organizational action to authorize registration by MW with, or the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect approval of, any Governmental Authority governmental body, agency, authority, or any other Person is required which has not been made or obtained previously where such failure to file, register or obtain consent or approval either individually, or in connection with the consummation aggregate, will have a material adverse effect on the business, operations, property or financial condition of the TransactionsMW, the borrowings Accounts and other extensions Indebtedness (such Accounts and Indebtedness taken as a whole), Monogram's Lien in and to the Accounts and Indebtedness (such Accounts and Indebtedness taken as a whole), or the priority of credit hereunder or with the execution, delivery, performance, validity or enforceability of this such Lien. This Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, by MW and each other Loan Document upon execution will constitute, a constitutes the legal, valid valid, and binding obligation of each Loan Party party theretoMW, enforceable against each such Loan Party MW in accordance with its terms, terms except as enforceability such enforcement may be limited by applicable bankruptcy, insolvencymoratorium, reorganization, moratorium or similar other laws or legal principles affecting the enforcement rights of creditors’ rights creditors generally and or by general equitable principles of equity (whether enforcement or not a proceeding is sought by proceedings brought in equity a court of law or at lawequity).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party of the Borrower and the other Credit Parties has the corporate or business trust full power and authority, authority and the legal right, right to make, deliver and perform the Loan Credit Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary limited liability company or corporate action or other organizational action to authorize the execution, delivery and performance by it of the Loan Credit Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. 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 consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, delivery or performance of any Credit Document by the Borrower or the other Credit Parties (other than those which have been obtained) or with the validity or enforceability of this Agreement any Credit Document against the Borrower or any the other Credit Parties (except such filings as are necessary in connection with the perfection of the other Loan Liens created by such Credit Documents), except (i) for such consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consentsfilings, notices and filings which other actions, the failure of which to make obtain or obtain perform could not be reasonably be expected to have a Material Adverse Effect. Each Loan Credit Document to which it is a party has been duly executed and delivered on behalf of each Loan Party the Borrower or the other Credit Parties, as the case may be. Each Credit Document to which it is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Loan Party party theretothe Borrower or the other Credit Parties, as the case may be, enforceable against each the Borrower or such Loan Party other Credit Party, as the case may be, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents and Acquisition Documentation to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents and Acquisition Documentation to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of the Transactions, any Permitted Acquisition and the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or Agreement, any of the other Loan DocumentsDocuments or any Acquisition Documentation, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices that have been obtained or made (or, in the case of any Permitted Acquisition, will be obtained or made prior to consummation of such Permitted Acquisition) and are in full force and effect, effect and (ii) the filings referred to in Section 3.19 4.19. The Loan Documents, the Senior Subordinated Note Indenture and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document all Acquisition Documentation has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document Document, the Senior Subordinated Note Indenture and all Acquisition Documentation 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).moratorium

Corporate Power; Authorization; Enforceable Obligations. Each Loan Credit Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party andparty. Each Borrower has the corporate power and authority, in and the case of the Borrowerlegal right, to consummate borrow hereunder and has taken all necessary corporate action to authorize the Transactions borrowings on the terms and to borrow conditions of this Agreement and obtain other extensions of credit hereunderthe Applications. Each Loan Credit Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (other than consents or authorizations the failure to obtain would not, in the aggregate, reasonably be expected to have a Material Adverse Effect) is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement Agreement, the Applications or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.45.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. This Agreement has been, (ii) the filings referred to in Section 3.19 and, each Application and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each each other Loan Document has been will be, duly executed and delivered on behalf of each Loan Party the Credit Parties party thereto. This Agreement constitutes, and each Note, each Application and each other Loan Document upon execution when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party the Credit Parties party thereto, thereto enforceable against each such Loan Party Credit Parties in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party of the Borrower and the Guarantors has the requisite corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions borrow hereunder and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize (in the case of the Borrower) the borrowings on the terms and conditions of this Agreement, any Notes and any Applications and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. 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 with respect to the Borrower or any of its Subsidiaries in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement the Loan Documents to which the Borrower or any of the Guarantor is a party. This Agreement and each other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred Document to in Section 3.19 and (iii) consents, notices and filings which the failure Borrower or any Guarantor is, or is to make or obtain could not reasonably be expected to have become, a Material Adverse Effect. Each Loan Document party has been or will be, duly executed and delivered on behalf of each Loan Party party theretothe Borrower or such Guarantor. This Agreement constitutes, and each other Loan Document upon execution to which the Borrower or any Guarantor is, or is to become, a party constitutes or will constitute, a legal, valid and binding obligation of each Loan Party party theretothe Borrower or such Guarantor, as the case may be, enforceable against each the Borrower or such Loan Party Guarantor, as the case may be, 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.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Credit Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party andparty. HCC has the corporate power and authority, in and the case of the Borrowerlegal right, to consummate borrow hereunder and has taken all necessary corporate action to authorize the Transactions borrowings on the terms and to borrow conditions of this Agreement, and obtain other extensions of credit hereunderthe Applications. Each Loan Credit Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (other than consents or authorizations the failure to obtain would not, in the aggregate, reasonably be expected to have a Material Adverse Effect) is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement Agreement, the Applications or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.45.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. This Agreement has been, (ii) the filings referred to in Section 3.19 and, each Application and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each each other Loan Document has been will be, duly executed and delivered on behalf of each Loan Party the Credit Parties party thereto. This Agreement constitutes, and each Note, each Application and each other Loan Document upon execution when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party the Credit Parties party thereto, thereto enforceable against each such Loan Party Credit Parties in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents Documents, Notes and Letter of Credit Requests to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions Extensions of credit Credit to it, if any, on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsany Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of the other Loan DocumentsBorrower, with the Extensions of Credit to it, if any, hereunder, except for (ia) consents, authorizations, notices and filings and notices described in Schedule 3.44.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectprior to or on the Closing Date, (iib) filings to perfect the Liens created by the Security Documents, (c) filings referred pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in Section 3.19 respect of Accounts of the Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (iiid) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by the Borrower, and each other Loan Document has been to which any Loan Party is a party will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of the Borrower and each other Loan Document to which any Loan Party is a party theretowhen executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the corporate or business trust power and authority to make, deliver and perform this Agreement, the Notes, the Security Documents to which it is a party, any Application and any Acceptance Request and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and the Notes and to authorize the execution, delivery and performance of this Agreement, the Notes, the Security Documents to which it is a party, any Application and any Acceptance Request. Each Guarantor has the corporate power and authority, and the legal right, right to make, deliver and perform the Loan Security Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Security Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person is or will be required in respect of the Borrower or any Guarantor in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of Agreement, the Notes, the Security Documents, the other Loan Documents, except (i) consentsany Application or any Acceptance Request. This Agreement has been, authorizationseach Note will be, filings and notices described in Schedule 3.4each Security Document to which it is a party has been or will be, which consents, authorizations, filings duly executed and notices delivered on behalf of the Borrower. The Security Documents have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably will be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party Guarantor that is a party thereto. This Agreement constitutes, each Note to which it is a party when executed and each other Loan Document upon execution delivered, will constitute, and each Security Document to which it is a party constitutes or, when executed and delivered, will constitute, legal, valid and binding obligation obligations of the Borrower, and the Security Documents constitute or, when executed and delivered, will constitute, legal, valid and binding obligations of each Loan Party Guarantor that is a party thereto, in each case enforceable against each the Borrower or such Loan Party Guarantor, as the case may be, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the corporate or business trust power and authority, and the legal right, to makeexecute, deliver and perform the Loan Documents to which it is a party andand the Borrower has the corporate power and authority, in and the case of the Borrowerlegal right, to consummate issue, deliver and perform the Transactions Notes and the Export Notes and to borrow hereunder and obtain other extensions of credit hereunder. Each under the Export Loan Party has taken Agreement, and all necessary corporate action or other organizational action to authorize has been taken by the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, Borrower to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests Export Loan Agreement and Liens as provided in the Loan DocumentsNotes and the Export Notes and the execution, and, in the case delivery and performance of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to with or other act by or in respect of, any Governmental Authority or any other Person (other than the Selling Bank or the Banks) is required in connection with the consummation of the Transactionstransactions contemplated hereby, the borrowings hereunder and other extensions of credit hereunder under the Export Loan Agreement or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices than those that have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 effect and (iii) other than consents, notices and authorizations, orders, notifications, filings which or registrations, individually or in the aggregate, the failure of which to obtain or make or obtain could not reasonably be expected to have a Material Adverse Effect. Each This Agreement and the Export Loan Document has been Agreement have been, and the Notes and the Export Notes and the L/C Applications will be, duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement and the Export Loan Agreement each constitutes, and each other Loan Document upon execution Note, Export Note and L/C Application, when executed and delivered 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).

Corporate Power; Authorization; Enforceable Obligations. Each Upon entry by the Bankruptcy Court of the Confirmation Order, each Loan Party has the corporate (or business trust equivalent) power and authority, and the legal right, to make, deliver and perform the Loan Documents (as well as the corporate (or equivalent) power and authority, and the legal right, to make and deliver the Intercreditor Agreement) to which it is a party and to consummate the Transactions and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action (or other organizational equivalent) action to authorize the execution, delivery and performance of the Loan Documents to which it is a party (as well as the Intercreditor Agreement) and the consummation of the Transactions and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 the consummation of the Transactions, Transactions and the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.46.4 and Schedule 6.19(b), which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 Schedule 6.19(a)-1 and Schedule 6.19(a)-2 and (iii) those approvals, consents, exemptions, authorizations or other actions, notices and filings which or filings, the failure of which to obtain or make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document and the Intercreditor Agreement has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust other power and authority, and the legal right, to makeexecute, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions borrow hereunder and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the borrowings on the terms and conditions of this Agreement and the Notes to which it is a party and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations party. Each of the Borrower on and U.K. Acquisition II has the terms corporate power and conditions of authority, and the applicable Loan Documents and legal right, to grant consummate the security interests and Liens as provided in the Loan DocumentsTransactions. 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 with respect to the Borrower or any of its Subsidiaries in connection with the borrowings hereunder or the consummation of the TransactionsTransactions or, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsDocuments to which it is a party, except (i) for consents, authorizationsfilings, filings and notices described in Schedule 3.4, authorizations or approvals which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, and except for (i) any such approvals which will be set forth in the Offer Documents as conditions to the Tender Offer and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which other approvals the failure to make or obtain which could not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been, and each other Loan Document has been or when executed pursuant hereto will be, duly executed and delivered on behalf of each of the applicable Loan Party party theretoParties. This Agreement constitutes, and each other Loan Document upon execution will constitute, to which a Loan Party is a party constitutes a legal, valid and binding obligation of each Loan Party party thereto, such Person enforceable against each such Loan Party Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and by an implied covenant of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower and each of its Subsidiaries has the corporate or business trust power and authority, and the legal right, authority to make, deliver and perform the Loan Transaction Documents to which it is a party andparty, in the case of the Borrower, to consummate the Transactions borrow hereunder and to borrow issue the Preferred Stock and obtain other extensions to enter into Letter of credit hereunder. Each Loan Party Credit Requests, and has taken all necessary corporate action or other organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes, to issue the Preferred Stock and to authorize the execution, delivery and performance of the Loan Transaction Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documentsparty. No consent consent, approval 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 consummation of the Transactions, the borrowings and other extensions of credit hereunder or than (a) with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except respect to (i) the Acquisition, the filings listed on Schedule 6.4, (ii) the Refinancing, the filings listed on Schedule 6.4 in order to release all outstanding Liens on the properties and assets of the Borrower and its Subsidiaries (other than Permitted Liens), and (iii) the issuance of the Preferred Stock, the filings listed on Schedule 6.4C, (b) filings and recordings in order to perfect the Liens in favor of the Agent for the benefit of the Lenders created by the Mortgages and the Bilateral Mortgages and the recording of the Mortgages and the Bilateral Mortgages in the appropriate recording office, (c) such orders, consents, authorizationsapprovals and authorizations of, filings and all notices described in Schedule 3.4and all written assumptions of obligations to, Governmental Authorities and any other Persons which consents, authorizations, filings and notices have been obtained heretofore obtained, made or made given and are in full force and effect, and complete and correct copies of which have heretofore been furnished to the Agent, (iid) the filings referred to in Section 3.19 and (iii) consentsany consent, notices and filings which approval, authorization, filing or notice, the failure of which to make or obtain could would not reasonably be expected to have a Material Adverse EffectEffect or subject the Borrower or any of its Subsidiaries to criminal penalty or sanction, (e) filings of Uniform Commercial Code financing statements listed on Schedule 6.18 in the filing offices designated thereon in favor of the Agent for the benefit of the Lenders in order to perfect the Liens of the Agent for the benefit of the Lenders created by the Security Documents and (f) filings related to any Intellectual Property of the Borrower or its Subsidiaries to perfect the Liens of the Agent for the benefit of the Lenders created by any Security Document. Each Loan This Agreement, the Preferred Stock Agreement , the Purchase Agreement and the Supply Contracts each has been, and each other Transaction Document has been to which any of the Borrower or any of its Subsidiaries is or will be a party will be, duly executed and delivered on behalf of each Loan Party such Person that is a party thereto. This Agreement, the Preferred Stock Agreement, the Purchase Agreement and the Supply Contracts each constitutes, and each other Loan Transaction Document upon execution to which any of the Borrower or any of its Subsidiaries is or will be a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, such Person enforceable against each such Loan Party it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights 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 the Transaction Documents to which the Borrower or any of its Subsidiaries is a party, the borrowings hereunder and the use of the proceeds thereof and the issuance of the Preferred Stock and consummation of the Transactions will not violate any Requirement of Law or result in a material violation of any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries is a party or by which it or any of its property is bound and will not result in, or require, the creation or imposition of any Lien (except in favor of the Agent) on any of their respective properties or revenues pursuant to any such Requirement of Law or any such indenture, agreement or other instrument. NO MATERIAL LITIGATION. Except as set forth on Schedule 6.6, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of any Loan Party, threatened by or against the Borrower or any of its Subsidiaries or against any of their respective properties or revenues (a) with respect to any of the Transaction Documents or any of the Transactions contemplated hereby or thereby or (b) which could reasonably be expected to have a Material Adverse Effect.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party of the Borrowers has the corporate or business trust other power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party of the Borrowers has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, and to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) effect and except to the filings referred extent failure to in Section 3.19 and (iii) obtain any consents, authorizations, filings, and notices and filings which could not, in the failure to make or obtain could not aggregate, reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party Borrower that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party Borrower that is a 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) and except that, pursuant to the terms of the Berkshire Preferred Stock, the Fund American Guaranty is subject to limitations on the amount that may be guaranteed by Fund American hereunder (the "FUND AMERICAN GUARANTY LIMITATIONS").

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has The Borrowers have the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents Documents, to which it is a party and, borrow hereunder and to grant the Liens on the Collateral as provided in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunderSecurity Agreement. Each Loan Party has The Borrowers have taken all necessary corporate action or to authorize the borrowings on the terms and conditions of this Agreement, the Notes and the other organizational Loan Documents. The Borrowers have taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided for in the Loan DocumentsSecurity Agreement. Other than pursuant to the Federal Anti-Assignment Laws and similar state Requirements of Law, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no other consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person (including, without limitation, any stockholder or creditor of any of the Borrowers) is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, or the Notes, or the other Loan Documents executed by the Borrowers (other than the filing of financing statements in the jurisdictions set forth on Schedule 3.17 necessary to perfect the Bank's security interest in the Collateral). This Agreement or any of has been, and the Notes, and other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effectwill be, (ii) as the filings referred to in Section 3.19 and (iii) consentscase may be, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party theretothe Borrowers. This Agreement constitutes, and each the Notes, and the other Loan Document upon execution Documents constitute or when executed and delivered will constitute, a as the case may be, the legal, valid and binding obligation of each Loan Party party theretothe Borrowers, enforceable against each such Loan Party the Borrowers in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and the Federal Anti-Assignment Laws and similar state Requirements of Law.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each of the BorrowerBorrowers, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each of the BorrowerBorrowers, to authorize the borrowings and other extensions Extensions of credit Credit on the terms and conditions of this Agreement Agreement, any Notes and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsApplications. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of each of the other Loan DocumentsBorrowers, with the Extensions of Credit hereunder, except for (i) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectmade, (ii) filings to perfect the filings referred to in Section 3.19 and Liens created by the Security Documents, (iii) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. ss.3727 et seq.) in respect of Accounts and contracts of the Parent Borrower and its Subsidiaries, the Obligor on which is the United States of America or any department, agency or instrumentality thereof and (iv) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by each of the Borrowers, and each other Loan Document to which any Loan Party is a party, has been been, or will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutesconstitutes a legal, valid and binding obligation of each of the Borrowers, and each other Loan Document upon execution to which any Loan Party is a party as executed and delivered does constitute, or when executed and delivered, will constitute, a legal, valid and binding obligation of each such 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party Seller has the corporate or business trust other power and authority, and the legal right, to make, deliver and perform the Loan Documents its obligations under each Transaction Document to which it is a party and, in the case of the Borrower, and to consummate the Transactions transactions herein and to borrow therein contemplated and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the consummation of the transactions herein and therein contemplated and to authorize the execution, delivery and performance of the Loan Transaction Documents to which it is a party and, in party. Except for filings with respect to the case disclosure of the BorrowerTransaction Documents pursuant to the Securities Exchange Act of 1934, as amended (all of which filings shall be made at or prior to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documentstime required by applicable law), and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required with respect to such Seller or any of its Subsidiaries in connection with the consummation of the Transactions, the borrowings and other extensions of credit transactions hereunder or with the execution, delivery, performance, validity or enforceability of this the Transaction Documents to which such Seller is a party. This Agreement and each other Transaction Document to which such Seller is, or any of the other Loan Documentsis to become, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document party has been or will be, as applicable, duly executed and delivered on behalf of each Loan Party party theretosuch Seller. This Agreement constitutes, and each other Loan Transaction Document upon execution to which such Seller is, or is to become, a party constitutes or will constitute, as applicable, a legal, valid and binding obligation of each Loan Party party thereto, such Seller enforceable against each such Loan Party Seller 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.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in and the case of the Borrower, to consummate the Transactions Acquisition Agreement and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents and the Acquisition Agreement, and to which it is a party and, in the case of the Borrower, borrow hereunder. The Borrower has taken all necessary corporate action to authorize the borrowings and other extensions of credit on the terms and conditions of set forth in this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in Notes and to consummate the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower Acquisition on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided set forth in the Loan DocumentsAcquisition Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder, with the consummation of the TransactionsAcquisition or ownership, lease or operation of the borrowings assets and other extensions securities of credit hereunder MPC that the Borrower intends to acquire pursuant to the terms of the Acquisition Agreement, or with the execution, delivery, performance, validity or enforceability of this the Loan Documents to which the Borrower is a party or the Acquisition Agreement or any of the other Loan Documents, except than (ix) consents, authorizations, filings and notices described in as set forth on Schedule 3.4, which or (y) any consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices authorizations and filings which in connection with the failure to make or obtain foregoing that, if not obtained, could not reasonably be expected to have a Material Adverse Effect. Each On the Closing Date, the Administrative Agent and each Lender shall have received complete and current copies of all consents, authorizations and filings listed on Schedule 3.4. No such consent, authorization or filing is conditioned upon or otherwise imposes any materially burdensome or adverse condition. On the Closing Date, all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon any of the Transactions. This Agreement and the Acquisition Agreement have been, and each other Loan Document has been will be, duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutesand the Acquisition Agreement constitute, and each other Loan Document upon execution when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, the 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the each Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the each Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 consummation of Acquisitions, the Transactions, Bumble Bee Acquisition and the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) consents under immaterial Contractual Obligations relating to limitations on the assignability thereof and (iii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the The execution, delivery and performance by DFC of this Agreement, the other agreements and documents required to be executed hereby and the transactions contemplated hereby and thereby: (a) are within DFC's corporate power; (b) have been duly authorized by all necessary or proper corporate action; (c) do not contravene any provision of its Certificate of Incorporation or Bylaws; (d) do not violate any law, statute, rule or regulation, or any judgment, order or decree of any court or governmental authority or agency applicable to DFC or by which DFC or its properties may be bound; (e) do not conflict with or result in the breach or termination of, with or without notice or the lapse of time, constitute a default under or accelerate or permit the acceleration of any performance required by, or result in any material modification of the Loan Documents terms of, any material indenture, mortgage, deed of trust, lease, agreement, contract, obligation, commitment or other material instrument to which it DFC is a party and, or by which DFC or any of its property is bound; (f) do not result in the case creation or imposition of any lien, charge or encumbrance of any nature upon any of the Borrower, to authorize property or assets of DFC; and (g) do not require the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, approval of any Governmental Authority governmental authority or any other Person is required in connection person, except those disclosed on Schedule 4.2 hereto, all of which will have been duly obtained, made or complied with the consummation as of the TransactionsClosing. This Agreement and the agreements and documents attached hereto as Exhibits to which DFC is a party have been, or, on the borrowings and other extensions of credit hereunder or with the executionClosing Date, deliverywill have been, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of by DFC and each Loan Party party thereto. This Agreement such document constitutes, and each other Loan Document upon execution will or shall then constitute, a legal, valid and binding obligation of each Loan Party party thereto, DFC enforceable against each such Loan Party it in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting relating to the enforcement of creditors’ creditor's rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)of equity.

Corporate Power; Authorization; Enforceable Obligations. Each Upon entry by the Bankruptcy Court of the Confirmation Order, each Loan Party has the corporate (or business trust equivalent) power and authority, and the legal right, to make, deliver and perform the Loan Documents (as well as the corporate (or equivalent) power and authority, and the legal right, to make and deliver the Intercreditor Agreement) to which it is a party and to consummate the Transactions and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action (or other organizational equivalent) action to authorize the execution, delivery and performance of the Loan Documents to which it is a party (as well as the Intercreditor Agreement) and the consummation of the Transactions and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsAgreement. 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 the consummation of the Transactions, Transactions and the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.44.4 and Schedule 4.19(b), which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 Schedule 4.19(a)-1 and Schedule 4.19(a)-2 and (iii) those approvals, consents, exemptions, authorizations or other actions, notices and filings which or filings, the failure of which to obtain or make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document and the Intercreditor Agreement has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document 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).

Corporate Power; Authorization; Enforceable Obligations. Each Loan The execution, delivery and performance by each Transaction Party has the corporate or business trust power and authority, of this Agreement and the legal right, to make, deliver and perform the Loan other Related Documents to which it is a party andand the creation and perfection of all Transfers and Liens provided for herein and therein, in the case exercise by Buyer or its assigns of the Borrower, to consummate the Transactions any of its rights and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents remedies under any Related Document to which it is a party andparty: (i) are within such Transaction Party’s corporate power; (ii) have been duly authorized by all necessary corporate or other action; (iii) do not contravene any provision of such Transaction Party’s articles or certificate of incorporation or by-laws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority except to the extent such violation could not reasonably be expected to result in a Material Adverse Effect; (v) do not contravene, or cause such Transaction Party to be in default under, any contractual restriction contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note or other agreement or instrument binding on or affecting such Transaction Party or its property; (vi) do not result in the case creation or imposition of any Adverse Claim upon any of the Borrower, to authorize property of such Transaction Party; and (vii) do not require the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. 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 the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsPerson, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings those referred to in Section 3.19 and (iii) consents3.01(b), notices and filings all of which will have been duly obtained, made or complied with prior to the failure to make or obtain could not reasonably be expected to have a Material Adverse EffectEffective Date. Each Loan Document has of the Related Documents shall have been duly executed and delivered by or on behalf 727160102 10435078 7 CONFIDENTIAL TREATMENT REQUESTED of the Transaction Party intended to be party thereto and on the Closing Date each Loan Party party thereto. This Agreement constitutes, and each other Loan such Related Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party theretosuch Transaction Party, enforceable against each such Loan Party it 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.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the BorrowerBorrower and Blue Star Group, to consummate the Transactions obtain Extensions of Credit hereunder, and to borrow and obtain other extensions of credit hereunder. Each each such Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions Extensions of credit Credit on the terms and conditions of this Agreement Agreement, any Notes and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan DocumentsApplications. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any the Loan Documents to which it is a party or, in the case of the other Loan DocumentsBorrower or Blue Star Group, with the Extensions of Credit hereunder, except for (i) consents, authorizations, notices and filings and notices described in Schedule 3.45.4, all of which consents, authorizations, filings and notices have been obtained or made and are in full force and effectmade, (ii) filings to perfect the filings referred to in Section 3.19 and Liens created by the Security Documents, (iii) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Section 3727 et seq.) in respect of Accounts and contracts of the Borrower and its Subsidiaries, the Obligor of which is the United States of America or any department, agency or instrumentality thereof and (iv) consents, authorizations, notices and filings which the failure to obtain or make or obtain could would not reasonably be expected to have a Material Adverse Effect. Each This Agreement has been duly executed and delivered by the Borrower and Blue Star Group, and each other Loan Document to which any Loan Party is a party, has been been, or will be duly executed and delivered on behalf of each such Loan Party party theretoParty. This Agreement constitutesconstitutes a legal, valid and binding obligation of the Borrower and Blue Star Group, and each other Loan Document upon execution to which any Loan Party is a party as executed and delivered does constitute, or when executed and delivered, will constitute, a legal, valid and binding obligation of each such 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)) and an implied covenant of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or business trust power and authority, and the legal right, authority to make, deliver and perform the Second Lien Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Second Lien Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and Agreement. Except as would not reasonably be expected to grant the security interests and Liens as provided in the Loan Documentshave a Material Adverse Effect, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit 40 hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Second Lien Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are (except to the extent not yet required to have been obtained or made), each of which is in full force and effect, effect or the failure to obtain which would not reasonably be expected to have a Material Adverse Effect and (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect3.17. Each Second Lien 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 Second Lien 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)) and the implied covenants of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan The execution, delivery and performance by each Transaction Party has the corporate or business trust power and authority, of this Agreement and the legal right, to make, deliver and perform the Loan other Related Documents to which it is a party andand the creation and perfection of all Transfers and Liens provided for herein and therein, the exercise by Buyer or its assigns of any of its rights and remedies under any Related Document to which it is a party: (i) are within such Transaction Party’s corporate power; (ii) have been duly authorized by all necessary corporate or other action; (iii) do not contravene any provision of such Transaction Party’s articles or certificate of incorporation or by-laws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority except to the extent such violation could not reasonably be expected to result in a Material Adverse Effect; (v) do not contravene, or cause such Transaction Party to be in default under, any contractual restriction contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note (other than, in the case of the BorrowerParent, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action Convertible Senior Notes) or other organizational action to authorize agreement or instrument binding on or affecting such Transaction Party or its property; (vi) do not result in the execution, delivery and performance creation or imposition of any Adverse Claim upon any of the Loan Documents to which it is a party and, in property of such Transaction Party; and (vii) do not require the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. 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 the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan DocumentsPerson, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings those referred to in Section 3.19 and (iii) consents3.01(b), notices and filings all of which will have been duly obtained, made or complied with prior to the failure Effective Date. At or prior to make or obtain could not reasonably be expected to the Effective Date, each of the Related Documents shall have a Material Adverse Effect. Each Loan Document has been duly executed and delivered by or on behalf of the Transaction Party intended to be party thereto and on the Closing Date each Loan Party party thereto. This Agreement constitutes, and each other Loan such Related Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party theretosuch Transaction Party, enforceable against each such Loan Party it 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.