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

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, any Notes and the L/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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against 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 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 the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each the Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against 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 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 the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each the Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.44.4, all of which have been obtained or made prior to or on the Closing Restatement Effective Date, (b) filings to perfect the Liens created by the Security Documents, (c) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (cd) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against 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 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 the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each the Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, Documents and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against 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 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 each the Borrower, to obtain Extensions of Credit borrow hereunder, and each such . Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions extensions of Credit to it, if any, credit on the terms and conditions of this Agreement. Except as would not reasonably be expected to have a Material Adverse Effect, any Notes and the L/C Requests. No no consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the extensions of credit hereunder or the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents to which it is a party or, in the case of each Borrower, with the Extensions of Credit to it, if any, hereunderDocuments, except for (ai) consents, authorizations, filings and notices, which consents, authorizations, filings and notices and filings described in Schedule 5.4, all of which have been obtained or, within any period set forth in the relevant Security Document, will be obtained or made prior and are or will be in full force and effect or the failure to the Closing Dateobtain which would not reasonably be expected to have a Material Adverse Effect, (bii) 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 (civ) consents, authorizations, notices and the filings which the failure referred to obtain or make would not reasonably be expected to have a Material Adverse Effectin Section 5.17. This Agreement Each Loan Document has been duly executed and delivered by each Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such each Loan PartyParty that is a party thereto. This Agreement constitutes constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan Party that is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Partythereto, 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)) and the implied covenants of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against 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 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 the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each the Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each Holdings and the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each Holdings and the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against 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 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 the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsTerm Loan 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each the Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.44.4, all of which have been obtained or made prior to or on the Closing Date, (b) filings to perfect the Liens created by the Security Documents, (c) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (cd) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against 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 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 the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each the Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against 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 The Borrower has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, and to obtain Extensions of Credit hereunder, borrow hereunder and each such Loan Party has taken all necessary corporate or other organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, any Notes and the L/C Requestsparty. 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 (including, without limitation, Board of Directors, stockholder, warrant holder or NASDAQ consents, waivers and approvals) is required to be obtained or made by or on behalf of any Loan Party in connection with the Recapitalization, the borrowings hereunder or the issuance of Notes hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which it the Borrower is a party or, in the case of each Borrower, with the Extensions of Credit to it, if any, hereunderparty, except for (a) consents, authorizations, filings and notices and filings described in on Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect3.4. This Agreement has been duly executed and delivered by each Borrowerbeen, and each other Loan Document to which any Loan Party it is a party will be be, duly executed and delivered on behalf of such Loan Partythe Borrower. This Agreement constitutes constitutes, and each other Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of each the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party the Borrower in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign 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. Each of the Security Documents creates and grants to the Agent, for its own benefit and for the benefit of the Lenders, a legal, valid and duly perfected Lien in the Collateral identified therein prior and superior in right to all other Persons, except as of the date hereof and as of the Closing Date Liens permitted pursuant to subsection 6.3(f) and the Liens permitted under subsection 6.3 that have priority over the Agent's Lien by operation of law, and thereafter, Liens permitted pursuant to subsection 6.3(f), subsection 6.3(g), subsection 6.3(h) and subsection 6.3(l), and the Liens permitted under subsection 6.3 that have priority over the Agent's Lien by operation of law. Such Collateral is not subject to any other Liens whatsoever, except Liens permitted by Section 6.3 hereof.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or 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 each the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each the Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to or on the Closing 2021 Amendment Effective Date, (b) filings to perfect the Liens created by the Security Documents, (c) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (cd) consents, authorizations, notices notices, filings and filings any similar act which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws 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 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 Borrowerthe Borrowers, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against 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 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 each the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 execution, 109 delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each the Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to or on the Closing Effective Date, (b) filings to perfect the Liens created by the Security Documents, (c) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (cd) consents, authorizations, notices notices, filings and filings any similar act which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws 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 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 the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each the Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.44.4, all of which have been obtained or made prior to or on the Closing Date, (b) filings to perfect the Liens created by the Security Documents, (c) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (cd) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against 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 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 each the Borrower, to obtain Extensions of Credit the Term Loans hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions of Credit to it, if any, Term Loans on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each the Borrower, with the Extensions of Credit to it, if any, hereunderTerm Loans, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to or on the Closing Effective Date, (b) [reserved], (c) filings pursuant to perfect the Liens created by Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Security DocumentsBorrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (cd) consents, authorizations, notices notices, filings and filings any similar act which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against 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)) and an implied covenant of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the 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 corporate power; (b) have been duly authorized by all necessary corporate and, in the case of each Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, any Notes and the L/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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, and shareholder action; (c) consentsare not in contravention of any provision of such Loan Party's certificates or articles of incorporation or by-laws or other organizational documents; (d) will not violate any law or regulation, authorizationsor any order or decree of any court or governmental instrumentality; (e) will not conflict with or result in the breach or termination of, notices and filings which the failure to obtain constitute a default under or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each Borroweraccelerate any performance required by, and each any indenture, mortgage, deed of trust, lease, agreement or other Loan Document instrument to which any Loan Party is a party or by which any Loan Party or any of its property is bound; (f) will be not result in the creation or imposition of any Lien upon any of the property of any Loan Party other than those in favor of Agent or Lenders, all pursuant to the Loan Documents; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in SECTION 2.1(c), all of which will have been duly obtained, made or complied with prior to the Closing Date and which are in full force and effect. At or prior to the Closing Date, each of the Loan Documents shall have been duly executed and delivered for the benefit of or on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan Party which is a party when executed thereto and delivered will each shall then constitute a legal, valid and binding obligation of such Loan PartyParty to the extent it is a party thereto, enforceable against such Loan Party in accordance with its terms, in each case except as enforceability may be limited by subject to applicable domestic or foreign 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 has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions of Credit to itthem, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each the Borrower, with the Extensions of Credit to itthem, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.44.4, all of which have been obtained or made prior to or on the Closing Date, (b) filings to perfect the Liens created by the Security Documents, and (c) consentsfilings pursuant to the Assignment of Claims Act of 1940, authorizationsas amended (31 U.S.C. § 3727 et seq.), notices and filings in respect of Accounts of the Loan Parties the obligor in respect of which is the failure to obtain United States of America or make would not reasonably be expected to have a Material Adverse Effectany department, agency or instrumentality thereof. This Agreement has been duly executed and delivered by each the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case 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 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 the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each the Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, (c) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof, (d) establishment of assignment of Restricted Government Accounts by or pursuant to the order of a court of competent jurisdiction and (ce) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against 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 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 the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each the Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.44.4, all of which have been obtained or made prior to or on the Closing Date, (b) filings to perfect the Liens created by the Security Documents, (c) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (cd) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each Holding and the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each Holding and the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case 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 other organizational 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 each the Borrower, to obtain Extensions of Credit borrow hereunder, and each such . Each Loan Party has taken all necessary corporate 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 each the Borrower, to authorize the Extensions of Credit to it, if any, borrowings on the terms and conditions of this Agreement, any Notes and the L/C Requests. No material consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder or the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents to which it is a party or, in the case of each Borrower, with the Extensions of Credit to it, if any, hereunderDocuments, except for (ai) consents, authorizations, filings and notices and filings described in Schedule 5.4, all of which that have been obtained or made prior to the Closing Dateand are in full force and effect, (bii) the consents, authorizations, filings to perfect the Liens created by the Security Documents, and notices described in Schedule 4.4 and (ciii) the filings referred to in Section 4.19. 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 (i) 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 would could not reasonably be expected to have a Material Adverse Effect. This Agreement Each Loan Document and each item of Acquisition Documentation has been duly executed and delivered by each Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such each Loan PartyParty that is a party thereto. This Agreement constitutes constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan Party that is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Partythereto, 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 of the Borrower and its Restricted Subsidiaries has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, and (in the case of each the Borrower, ) to borrow and obtain the other Extensions of Credit hereunder, hereunder and each such Loan Party has taken all necessary corporate 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 of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, any Notes and the L/C Requestsparty. No consent or authorization of, filing with, notice to 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 Extensions of Credit hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which it the Borrower or any of its Restricted Subsidiaries is a party or, in the case of each Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings as may be necessary to perfect the Liens created by pursuant to the Security Documents, except as described on Schedule 5.4 and (c) consentsexcept those which have been obtained, authorizations, notices and filings which the failure to obtain made or make would not reasonably be expected to have a Material Adverse Effectwaived. This Agreement has been duly executed and delivered by each Borrowerbeen, and each other Loan Document to which any Loan Party is a party will be be, duly executed and delivered on behalf of such Loan Partythe Borrower and each of its Restricted Subsidiaries that is a party thereto. This Agreement constitutes constitutes, and each other Loan Document when executed and delivered will constitute, a legal, valid and binding obligation of each the Borrower and each other Loan Document to which any Loan Party of its Restricted Subsidiaries that is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, thereto enforceable against the Borrower and each such Loan Party Restricted Subsidiary in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign 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 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 the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each the Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.44.4, all of which have been obtained or made prior to or on the Closing Date, (b) filings to perfect the Liens created by the Security Documents, (c) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (cd) consents, authorizations, notices and filings which the failure to obtain or make would not 109 reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each Holding and the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each Holding and the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case 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 Holdings and each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each the Borrower, to obtain Extensions of Credit the Loans hereunder, and each such Loan Party Person has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions making of Credit the Loans to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 Holdings or any Loan Party in connection with the execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each the Borrower, with the Extensions making of Credit the Loans to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.44.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, (c) filings pursuant to the Assignment of Claims Act of 1940, as amended from time to time (31 U.S.C. § 3727 et seq.), in respect of Accounts and contracts of the Borrower and its Subsidiaries, the obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (cd) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each Holdings and the Borrower, and each other Loan Document to which Holdings or any Loan Party is a party has been or will be duly executed and delivered on behalf of such Loan PartyPerson. This Agreement constitutes a legal, valid and binding obligation of each Borrower Holdings and the Borrower, each other Loan Document to which Holdings or any Loan Party is a party as executed and delivered does constitute, or when executed and delivered will constitute constitute, a legal, valid and binding obligation of Holdings and such Loan Party, enforceable against such Loan Party Person 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 Debtor Relief Laws 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 Parent, Heat Holdings II, the Borrower and each of their respective Subsidiaries has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, party. The Borrower has appropriate power and authority to borrow hereunder and has taken all necessary corporate action to authorize the Extensions of Credit to it, if any, borrowings on the terms and conditions of set forth in this AgreementAgreement and in the Notes. Except as set forth in SCHEDULE 3.4, any Notes and the L/C Requests. No (a) no consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority (including any filing, termination of any notice period or consent under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended) is required in connection with the Merger or any borrowings hereunder or with the execution, delivery or performance by the Parent, the Borrower or any Subsidiary of, or the validity or enforceability of the Merger Documents or the Loan Documents, other than any of the foregoing which have previously been obtained and are in full force and effect and (b) no consent or authorization of, filing with, notice to or other act by or in respect of any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents or the Merger Documents to which it the Parent, the Borrower or any of their respective Subsidiaries is a party or, in the case of each Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effectparty. This Agreement has been duly executed and delivered by each Borrowerbeen, and each other Loan Document to which any Loan Party it is a party will be be, duly executed and delivered on behalf of such Loan Partythe Parent, the Borrower and each Subsidiary party thereto. This Agreement constitutes constitutes, and each other Loan Document to which the Parent, the Borrower or any of their respective Subsidiaries, as the case may be, is a party when executed and delivered will constitute, a legal, valid and binding obligation of each the Parent, the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legalor such Subsidiary, valid and binding obligation of such Loan Partyas the case may be, enforceable against the Parent, the Borrower or such Loan Party Subsidiary, as the case may be, in accordance with its terms, in each case except as the enforceability may be limited by applicable domestic or foreign 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 of the Borrower and its Restricted Subsidiaries has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, and (in the case of each the Borrower, ) to borrow and obtain the other Extensions of Credit hereunder, hereunder and each such Loan Party has taken all necessary corporate 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 of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, any Notes and the L/C Requestsparty. No consent or authorization of, filing with, notice to 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 Extensions of Credit 68 62 hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which it the Borrower or any of its Restricted Subsidiaries is a party or, in except as may be necessary to perfect the case of each Borrower, with Liens created pursuant to the Extensions of Credit to it, if any, hereunder, Security Documents and the Trust Agreement and except for (a) consents, authorizations, notices and filings those described in on Schedule 5.4, all of which have been obtained obtained, made or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effectwaived. This Agreement has been duly executed and delivered by each Borrowerbeen, and each other Loan Document to which any Loan Party is a party will be be, duly executed and delivered on behalf of such Loan Partythe Borrower and each of its Restricted Subsidiaries that is a party thereto. This Agreement constitutes constitutes, and each other Loan Document when executed and delivered will constitute, a legal, valid and binding obligation of each the Borrower and each other Loan Document to which any Loan Party of its Restricted Subsidiaries that is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, thereto enforceable against the Borrower and each such Loan Party Restricted Subsidiary in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign 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 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 Borrowerof the Borrowers, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrowerof the Borrowers, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, any Notes and the L/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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each Borrowerof the Borrowers, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to or on the Closing Date, (b) filings to perfect the Liens created by the Security Documents, (c) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the 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 (cd) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by Holdings, the Parent Borrower and each Borrowerother Loan Party party hereto, and each other Loan Document to which any Loan Party is a party has been or will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of Holdings, the Parent Borrower and each Borrower other Loan Party party hereto, and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case 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 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 the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each the Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, Documents and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case 172 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 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 the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each the Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Restatement Effective Date, (b) filings to perfect the Liens created by the Security Documents, (c) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Borrower and its Restricted Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof, (d) establishment of assignment of Restricted Government Accounts by or pursuant to the order of a court of competent jurisdiction and (ce) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against 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 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 the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each the Borrower, with 128 the Extensions Extension of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made on or prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, Documents and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against 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).. 5.5

Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsTerm Loan 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each the Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.44.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, (c) filings pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Borrower and its Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (cd) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against 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 The execution, delivery and performance by each Transaction Party has the corporate or other organizational 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 each Borrower, to obtain Extensions any of Credit hereunder, its rights and each such Loan Party has taken all necessary corporate 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 or limited liability company power; (ii) have been duly authorized by all necessary corporate, limited liability company or other action; (iii) do not contravene any provision of such Transaction Party’s organizational documents; (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 of each Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, any Notes and the L/C Requests. No consent creation 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 imposition of any Loan Party in connection with the execution, delivery, performance, validity or enforceability Adverse Claim upon any of the Loan Documents to which it is a party or, in the case property of each Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, such Transaction Party; and (cvii) consents, authorizations, notices and filings which except where the failure to obtain or make would such consent or approval could not reasonably be expected to have a Material Adverse Effect, do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b), all of which will have been duly obtained, made or complied with prior to the Effective Date. This Agreement has Each of the Related Documents shall have been duly executed and delivered by each Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered or on behalf of the Transaction Party intended to be party thereto and on the Closing Date each such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each Borrower and each other Loan Related Document to which any Loan Party is a party when executed and delivered will shall then constitute a legal, valid and binding obligation of such Loan Transaction Party, enforceable against such Loan Party it in accordance with its terms, in each case except subject, as enforceability may be limited by to enforceability, to (A) any applicable domestic or foreign 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 other organizational power The execution, delivery and authority, performance by Company and the legal right, to make, deliver and perform the Loan Documents each of its Subsidiaries of each Transaction Document to which it is a party andand each other instrument and document to be delivered by Company or such Subsidiary, the issuance and sale of the Note and the consummation of the other transactions contemplated by any of the foregoing: (i) are within Company's and each Subsidiary'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 the certificate or articles of incorporation or by-laws of Company or any of its Subsidiaries; (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 each Borrowertrust, to obtain Extensions of Credit hereunderlease, and each such Loan Party has taken all necessary corporate 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 each Borrower, any Lien upon any of the property of Company or any of its Subsidiaries other than the Liens created pursuant to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, any Notes Pledge Agreement and the L/C Requests. No Security Agreement; and (vii) do not require the consent or authorization approval of, or any filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is (except (A) for those filings required by the registration rights provisions of the Warrant and (B) to be the extent previously obtained or made by made). At or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect each of this Agreement and the Liens created by the Security Documents, and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to other Transaction Documents shall have a Material Adverse Effect. This Agreement has been duly executed and delivered by each Borrower, Company and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will shall then constitute a legal, valid and binding obligation of such Loan PartyCompany, enforceable against such Loan Party it in accordance with its terms, in each case except as enforceability may be limited by subject to applicable domestic or foreign 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 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 Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, any Notes and the L/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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made on or prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against 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 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 Borrowerthe Borrowers, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, Agreement and any Notes and the L/C RequestsNotes. 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 execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each BorrowerHoldings and the Borrowers, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each Borrower Holdings and the Borrowers and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against 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 of the Borrower and the other Loan Party Parties has the corporate or other organizational 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 each the Borrower, to obtain Extensions of Credit hereunder, borrow hereunder and each such of the Borrower and the other Loan Party Parties has taken all necessary corporate or other organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, any Notes and the L/C Requestsparty. 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 received, made, given or made completed by or on behalf any of any the Loan Party Parties in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which it the Borrower or any of the other Loan Parties is a party or, in other than filings and recordings to perfect the case first priority security interest of each Borrower, with the Extensions of Credit to it, if any, hereunder, except for Lenders created by the Security Documents and other than those set forth on Schedule 5.4 (a) which consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, and (c) consents, authorizationsfilings, notices and filings which the failure to obtain other acts have been heretofore received, made, given or make would not reasonably be expected to have a Material Adverse Effectcompleted). This Agreement has been duly executed and delivered by each the Borrower, and each of the other Loan Document Documents to which the Borrower or any of the other Loan Party Parties is a party will be duly executed and delivered on behalf of by the Borrower or such other Loan Party. This Agreement constitutes a legal, valid and binding obligation of each Borrower the Borrower, and each other Loan Document to which the Borrower or any of the other Loan Party Parties is a party when executed and delivered by the Borrower or such other Loan Party will constitute a legal, valid and binding obligation of the Borrower or such other Loan Party, enforceable against the Borrower or such other Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign 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 of the Borrower and the other Credit Parties has the corporate full corporate, limited liability company or other organizational limited partnership power and authority, as applicable 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 each Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate corporate, limited liability company or other organizational action limited partnership action, as applicable 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 each Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, any Notes and the L/C Requestsparty. 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 borrowings 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 any Credit Document against the Loan Documents Borrower or the other Credit Parties (except such filings as are necessary in connection with the perfection of the Liens created by such Credit Documents). Each Credit Document to which it is a party or, in the case of each Borrower, with the Extensions of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Partythe Borrower or the other Credit Parties, as the case may be. This Agreement Each Credit Document to which it is a party constitutes a legal, valid and binding obligation of each the Borrower and each or the other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legalCredit Parties, valid and binding obligation of such Loan Partyas the case may be, enforceable against the Borrower or such Loan Party other Credit Party, as the case may be, in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer, fraudulent conveyance, 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 of the Borrower and the other Loan Party Parties has the corporate or other organizational power and authority, and the legal right, to makeexecute, deliver and perform the Loan Documents to which it is a party and the Transaction Documents to which it is a party and, in the case of each the Borrower, to obtain Extensions of Credit hereunder, borrow hereunder and each such of the Borrower and the other Loan Party Parties has taken all necessary corporate or other organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, any Notes and the L/C RequestsTransaction Documents to which it is a party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained received, made, given or made completed by or on behalf any of any the Loan Party Parties in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which it the Borrower or any of the other Loan Parties is a party or, in or the case Transaction Documents to which the Borrower or any of each Borrower, with the Extensions other Loan Parties is a party other than filings and recordings to perfect the first priority security interest of Credit to it, if any, hereunder, except for the Lenders created by the Security Documents and other than those set forth on Schedule 5.4 (a) which consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents, and (c) consents, authorizationsfilings, notices and filings which the failure to obtain other acts have been heretofore received, made, given or make would not reasonably be expected to have a Material Adverse Effectcompleted). This Agreement has been duly executed and delivered by each the Borrower, and each of the other Loan Document Documents to which the Borrower or any of the other Loan Party Parties is a party and each of the Transaction Documents to which the Borrower or any of the other Loan Parties is a party will be duly executed and delivered on behalf of by the Borrower or such other Loan Party. This Agreement constitutes a legal, valid and binding obligation of each Borrower the Borrower, and each other Loan Document to which the Borrower or any of the other Loan Party Parties is a party and each of the Transaction Documents to which the Borrower or any of the other Loan Parties is a party when executed and delivered by the Borrower or such other Loan Party will constitute a legal, valid and binding obligation of the Borrower or such other Loan Party, enforceable against the Borrower or such other Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign 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.