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

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws or partnership or operating agreement, as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (g) do not require the consent or approval of any Governmental Authority or any other Person. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's ’s power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's ’s charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any applicable law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, or other material agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, or the counterparty to any Specified Hedging Agreement 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 or on the Effective Date unless otherwise agreed to by Agent in writing. Each As of the Effective Date, each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium bankruptcy laws 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)general.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's ’s power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's ’s charter, bylaws or partnership or operating agreement, memorandum or articles of association (or equivalent) as applicable; (d) do not violate any applicable law or regulation, or any order or decree of any court or Governmental AuthorityAuthority except where such violation would not reasonably be expected to have a Material Adverse Effect; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is boundbound except where such conflict, breach or default would not reasonably be expected to have a Material Adverse Effect; (f) do not result in the creation or imposition of any Lien upon any of the material property of such Person, Person other than those in favor of Collateral Agent, on behalf of itself and LendersSecured Parties, pursuant to the Loan DocumentsDocuments other than Liens permitted hereunder; and (g) do not require the consent or approval of any Governmental Authority Authority, other than those which have been (or will be within any other Personapplicable statutory time limits) duly obtained, made or complied with prior to the Closing Date. Each of the Loan Documents shall be has been duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute constitutes a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, or similar laws of general applicability affecting the enforcement of creditors' rights generally ’ rights; and by (b) the application of general equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement such enforceability is sought by proceedings considered in a proceeding in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's ’s power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's ’s charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any law or regulation, or any order or decree of any court or other Governmental AuthorityAuthority except where such violation, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except (i) 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 (ii) any consents or approvals of any Person other than a Governmental Authority where the failure to obtain such consents or approvals of any such Person, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' relating to or limiting creditors rights generally and or by general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The Upon the entry by the Bankruptcy Court of the Orders, the execution, delivery and performance by each Credit Party Borrower of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's ’s power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's ’s charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, or require any indenturepayment to be made under, mortgage, deed of trust, any material lease, agreement material agreement, material indebtedness or other material instrument entered into or assumed by such Person after the commencement of the Cases to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf the Administrative Agent for the benefit of itself and the Lenders, pursuant to the Loan DocumentsDocuments and the Orders; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those referred to in Section 2.1(d), all of which will have been duly obtained, made or complied with prior to the Closing Date and (ii) any consents, notices or approvals pursuant to the Federal Assignment of Claims Act of 1940 or any applicable state, county or municipal law restricting the assignment of any Accounts for which the Account Debtor is the United States government or a political subdivision thereof or any state, county or municipality or department, agency or instrumentality thereof. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto Borrower and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party Borrower enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party such Seller of this Agreement and the Loan other Transaction Documents to which it is a party and the creation and perfection of all Sales and Liens provided for thereinherein and therein and, solely with respect to clause (vii) below, the exercise by Buyer, or its assigns of any of its rights and remedies under any Transaction Document to which it is a party: (ai) are within such Person's Seller’s corporate, limited liability or limited partnership power, as applicable; (bii) have been duly authorized by order of the Bankruptcy Court or all necessary or proper corporate, limited liability company or limited partnership action, as applicable, and all shareholder, member, or general partnership action, as applicable; (ciii) do not contravene any provision of any of such Person's charterSeller’s articles or certificate of incorporation or formation, bylaws limited liability company agreement, limited partnership agreement or partnership or operating agreementby-laws, as applicable; (div) do not violate any law or regulation, or any order or decree of any court or Governmental Authority, except for any violation that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (ev) do not conflict with or Receivables Sale Agreement result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, (A) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person Seller is a party or by which such Person Seller or any of its the property of such Seller is bound that relates to Indebtedness of such Seller in an amount greater than or equal to $50,000,000 or (B) any other indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Seller is a party or by which such Seller or any of the property of such Seller is bound, except as where could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (fvi) do not result in the creation or imposition of any Lien Adverse Claim upon any of the property of such Person, other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan DocumentsSeller; and (gvii) do not require the consent or approval of any Governmental Authority or any other Person, except those which have been duly obtained, made or complied with on or prior to the Effective Date and those consents or approvals, the failure of which to so obtain, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Loan Transaction Documents shall be to which such Seller is a party has been duly executed and delivered by each Credit Party that is a party thereto such Seller and each such Loan Transaction Document shall constitute constitutes a legal, valid and binding obligation of such Credit Party Seller, enforceable against it in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting the enforcement of creditors' ’ rights generally and by subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by Superior and each Credit Party Originator of this Agreement and the Loan other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for thereinherein and therein and, solely with respect to clause (vii) below, the exercise by Buyer, any Lender or the Administrative Agent of any of its rights and remedies under any Related Document to which it is a party: (ai) are within such Person's corporate power; (bii) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership proper corporate and shareholder action, as applicable; (ciii) do not contravene any provision of such Person's charter, bylaws articles or partnership certificate of incorporation or operating agreement, as applicablebylaws; (div) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ev) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (fvi) do not result in the creation or imposition of any Lien Adverse Claim upon any of the property of such Person, other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (gvii) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b) (other than consents or approvals solely relating to or required to be obtained by the Borrower, the Administrative Agent or any Lender, as to which neither Superior nor any Originator makes any representation), all of which will have been duly obtained, made or complied with prior to the Effective Date. Each On or prior to the Effective Date, each of the Loan Related Documents shall be have been duly executed and delivered by Superior and each Credit Party Originator that is a party thereto and on the Closing Date each such Loan Related Document shall then constitute a legal, valid and binding obligation of Superior and such Credit Party Originator, as the case may be, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The ------------------------------------------------------- execution, delivery delivery, and performance by each Credit Party Borrower of the Loan Documents to which it is a party party, and all instruments and documents required to be delivered by Borrower under any of the Loan Documents, and the creation of all Liens provided for thereinin any Loan Documents: (ai) are within such PersonBorrower's corporate power; (bii) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership proper corporate action, as applicable; (ciii) do are not contravene in contravention of any provision of such PersonBorrower's charter, bylaws certificate of incorporation or partnership or operating agreement, as applicableby-laws; (div) do will not violate any law or regulation, or any order or decree of any court or Governmental Authoritygovernmental instrumentality; (ev) do will not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any material indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person Borrower is a party or by which such Person Borrower or any of its property is bound; (fvi) do will not result in the creation or imposition of any Lien upon any of the property of such Person, Borrower other than those in favor of Agent, on behalf of itself and Lenders, all pursuant to the Loan Documents; and (gvii) do not require the consent or approval of any Governmental Authority or any other Person, except for consents or approvals which have been duly obtained or specifically waived in writing by Lenders. Each At or prior to the Closing Date, each of the Loan Documents required hereunder to be delivered at or prior to the Closing Date shall be have been duly executed and delivered by each Credit Party that is a party thereto on behalf of Borrower and each such Loan Document shall then constitute a legal, valid valid, and binding obligation of such Credit Party Borrower, to the extent it is a party thereto, enforceable against it in accordance with its terms, terms except as enforceability may be limited by applicable for general principles of equity and the effect of bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement rights of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)creditors generally.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party such Seller of this Agreement and the Loan other Transaction Documents to which it is a party Amended and Restated Receivables Sale Agreement and the creation and perfection of all Sales and Liens provided for thereinherein and therein and, solely with respect to clause (vii) below, the exercise by Buyer, or its assigns of any of its rights and remedies under any Transaction Document to which it is a party: (ai) are within such Person's Seller’s corporate, limited liability or limited partnership power, as applicable; (bii) have been duly authorized by order of the Bankruptcy Court or all necessary or proper corporate, limited liability company or limited partnership action, as applicable, and all shareholder, member, or general partnership action, as applicable; (ciii) do not contravene any provision of any of such Person's charterSeller’s articles or certificate of incorporation or formation, bylaws limited liability company agreement, limited partnership agreement or partnership or operating agreementby-laws, as applicable; (div) do not violate any law or regulation, or any order or decree of any court or Governmental Authority, except for any violation that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (ev) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, (A) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person Seller is a party or by which such Person Seller or any of its the property of such Seller is bound that relates to Indebtedness of such Seller in an amount greater than or equal to $50,000,000 or (B) any other indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Seller is a party or by which such Seller or any of the property of such Seller is bound, except as where could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (fvi) do not result in the creation or imposition of any Lien Adverse Claim upon any of the property of such Person, other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan DocumentsSeller; and (gvii) do not require the consent or approval of any Governmental Authority or any other Person, except those which have been duly obtained, made or complied with on or prior to the Restatement Effective Date and those consents or approvals, the failure of which to so obtain, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Loan Transaction Documents shall be to which such Seller is a party has been duly executed and delivered by each Credit Party that is a party thereto such Seller and each such Loan Transaction Document shall constitute constitutes a legal, valid and binding obligation of such Credit Party Seller, enforceable against it in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting the enforcement of creditors' ’ rights generally and by subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such PersonCredit Party's corporate power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership proper corporate and shareholder action, as applicable; (c) do not contravene any provision of such PersonCredit Party's charter, bylaws charter or partnership or operating agreement, as applicablebylaws; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenturematerial indenture (including the Senior Subordinated Note Indenture), mortgage, deed of trust, lease, agreement or other instrument to which such Person Credit Party is a party or by which such Person Credit Party or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Credit Party other than those in favor of Agent, on behalf of itself and Lenders, 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. Each On or prior to the Closing Date, each of the Loan Documents shall be have been duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall then constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except subject, as enforceability may be limited by to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or similar moratorium, and other laws affecting the enforcement of creditors' rights generally generally, and by to general equitable principles (whether enforcement is sought by proceedings in equity or at law)of equity.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's ’s power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's ’s charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any law or regulation, or any order or decree of any court or other Governmental AuthorityAuthority except where such violation, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except (i) 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 (ii) any consents or approvals of any Person other than a Governmental Authority where the failure to obtain such consents or approvals of any such Person, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents executed by such Credit Party and of all instruments and documents to which it is a party be delivered by such Credit Party hereunder and thereunder and the creation of all Liens provided for herein and therein: (ai) are within such PersonCredit Party's corporate power; (bii) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership corporate and shareholder action, as applicable; (ciii) do are not contravene in contravention of any provision of such PersonCredit Party's charter, bylaws certificate or partnership articles of incorporation or operating agreement, as applicableby-laws; (div) do not violate any law or regulation, or any order or decree of any court or Governmental Authoritygovernmental instrumentality applicable to such Credit Party; (ev) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any material indenture, mortgage, deed of trust, lease, note, loan agreement or other agreement or instrument to which such Person Credit Party is a party or by which such Person Credit Party or any of its property is bound; (fvi) do not result in the creation or imposition of any Lien upon any of the property of such Person, Credit Party other than those in favor of Agent, on behalf of itself and Lenders, Lender created pursuant to the Loan Documents; and (gvii) do not require the consent or approval of any Governmental Authority or any other Person, except those delivered to Lender pursuant to Section 9.18(a) and except those not yet required to have been obtained, all of which will have been duly obtained, made or complied with. Each of the Loan Documents shall be has been duly executed and delivered by each Credit Party that which is a party thereto and each such Loan Document shall constitute a constitutes the legal, valid and binding obligation of such Credit Party Party, enforceable against it in accordance with its terms, terms except as to the extent that such -30- enforceability may be limited effected by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement rights and remedies of creditors' rights generally creditors generally, and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)of equity.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by Borrower and each Credit Party of the other Credit Parties of this Agreement and the other Loan Documents to which it is a party and the creation of all Liens provided for herein and therein: (a) are within Borrower's and each such PersonCredit Party's corporate power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership corporate and shareholder action, as applicable; (c) do are not contravene in contravention of any provision of Borrower's or any such PersonCredit Party's charter, articles or certificate of incorporation or bylaws or partnership or operating agreement, as applicableother organizational documents; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower or any such Person Credit Party is a party or by which Borrower or any such Person Credit Party or any of its their respective property is bound, including, without limitation, the Related Transaction Documents or any other agreement, document or instrument relating to Subordinated Indebtedness; (f) do not result in the creation or imposition of any Lien upon any of the property Property of Borrower or any such Person, Credit Party other than those in favor of Agent, on behalf the Administrative Agent for the ratable benefit of itself and the Lenders, all pursuant to the Loan Collateral Documents; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except those consents and approvals referred to in Section 2.01(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. Each At or prior to the Closing Date, each of the Loan Documents shall be have been duly executed and delivered by for the benefit of or on behalf of Borrower and each of the other Credit Party that is a Parties party thereto and each such Loan Document shall then constitute a legal, valid and binding obligation of Borrower and each such Credit Party, enforceable against Borrower and each such Credit Party enforceable against it a party thereto in accordance with its terms, terms except as the enforceability of such Loan Document may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' creditor's rights generally and by general equitable principles (whether enforcement is sought by proceedings remedies in equity or at law)general.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party the Seller of this Agreement and the Loan other Related Documents to which it is a party and party, the creation and perfection of all Liens and ownership interests provided for herein and therein: (ai) are within such Personthe Seller's corporate power; (bii) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership proper corporate and shareholder action, as applicable; (ciii) do not contravene any provision of such Personthe Seller's charter, bylaws charter or partnership or operating agreement, as applicablebylaws; (div) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ev) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person the Seller or the Originator is a party or by which such Person the Seller or the Originator or any of its the property of the Seller or the Originator is bound; (fvi) do not result in the creation or imposition of any Lien Adverse Claim upon any of the property of such Person, other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan DocumentsSeller or the Originator; and (gvii) do not require the consent or approval of any Governmental Authority or any other Person, except those which have been duly obtained, made or complied with prior to the Closing Date as provided in Section 3.01(b). Each The exercise by each of the Loan Seller, the Purchasers and the Administrative Agent of any of its rights and remedies under any Related Document to which it is a party, does not require the consent or approval of any Governmental Authority or any other Person (other than consents or approvals solely relating to or required to be obtained by a Purchaser or the Administrative Agent, except those which will have been duly obtained, made or complied with prior to the Closing Date as provided in Section 3.01(b). On or prior to the Closing Date, each of the Related Documents to which the Seller is a party shall be have been duly executed and delivered by each Credit Party that is a party thereto the Seller and on the Closing Date each such Loan Related Document shall then constitute a legal, valid and binding obligation of such Credit Party the Seller enforceable against it in accordance with its terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting the enforcement of creditors' creditor's rights generally and or by general equitable principles (whether enforcement is sought by proceedings in equity or at law)of equity.

Corporate Power; Authorization; Enforceable Obligations. The Upon the entry by the Bankruptcy Court of the Final Order, the execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's ’s power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's ’s charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, material lease, material agreement or other material instrument entered into or assumed by such Person after the commencement of the Cases to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf the Administrative Agent for the benefit of itself and Lendersthe Secured Parties, pursuant to the Loan DocumentsDocuments and the Final Order; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those referred to in Section 2.2(d), all of which will have been duly obtained, made or complied with prior to the Closing Date and (ii) any consents, notices or approvals pursuant to the Federal Assignment of Claims Act of 1940 or any applicable state, county or municipal law restricting the assignment of any Accounts for which the Account Debtor is the United States government or a political subdivision thereof or any state, county or municipality or department, agency or instrumentality thereof. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of Borrower and GCRC of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership corporate action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws charter or partnership or operating agreement, as applicablebylaws; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (g) do not require the consent or approval of any Governmental Authority or any other PersonPerson for any action to be taken on or prior to the Closing Date, except those referred to in Section 2.1(b), all of which will have been duly obtained, made or complied with prior to the Closing Date. Each of the Loan Documents to which each of Borrower and GCRC is a party shall be duly executed and delivered by each Credit Party that is a party thereto Borrower and GCRC, as applicable, each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party Borrower and GCRC, as applicable, enforceable against it in accordance with its termsterms and each Mortgage shall constitute a valid, except binding and enforceable first lien on the Select Real Property Assets subject only to the Permitted Encumbrances, and a binding and enforceable Lien on the Trust Property (as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting such term is defined in the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)Mortgage) other than the Select Real Property Assets.

Corporate Power; Authorization; Enforceable Obligations. The Except as set forth Disclosure Schedule (3.3), the execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's powerpower and capacity; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's charter, memorandum and articles of association or constating documents, bylaws or partnership or operating agreement, as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any material indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, North American Collateral Agent or European Agent 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) or those which are not material, all of which will have been duly obtained, made or complied with prior to the Closing Date. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability enforcement may be limited by applicable the effects of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement rights or remedies of creditors' rights generally creditors and by the effects of general equitable principles (whether enforcement is sought by proceedings in equity or at law)of equity.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any law or regulation, or any order or decree of any court or other Governmental AuthorityAuthority except where such violation, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those referred to in Section 2.1(c), all of which will have been duly obtained, made or complied with prior to the Restatement Closing Date and (ii) any consents or approvals of any Person other than a Governmental Authority where the failure to obtain such consents or approvals of any such Person, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' relating to or limiting creditors rights generally and or by general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Operative Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's corporate power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership corporate and shareholder action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws charter or partnership or operating agreement, as applicablebylaws; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, note, deed of trust, loan agreement or other contract regarding Indebtedness of any Credit Party, or any material lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent or the Revolving Credit Agent, on behalf of itself and the Lenders, pursuant to the Loan Operative 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 on or prior to the Closing Date. Each On or prior to the Closing Date, each of the Loan Operative Documents shall be have been duly executed and delivered by each Credit Party that is a party thereto and each such Loan Operative Document shall then constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings proceeding in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party the Servicer of this Agreement and the Loan other Related Documents to which it is a party and the creation of all Liens provided for therein: (ai) are within such Personthe Servicer's corporate power; (bii) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership proper corporate and shareholder action, as applicable; (ciii) do not contravene any provision of such Personthe Servicer's charter, bylaws certificate of incorporation or partnership or operating agreement, as applicablebylaws; (div) do not violate any law or regulation, or any order or decree of any court or Governmental AuthorityAuthority applicable to the Servicer; (ev) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person the Servicer is a party or by which such Person the Servicer or any of its the property of the Servicer is bound, except where any such conflict, violation, breach or default referred to in clauses (iv) or (v), individually or in the aggregate, could not reasonably be expected to have a Servicer Material Adverse Effect; (fvi) do not result in the creation or imposition of any Lien Adverse Claim upon any of the property of such Person, Receivables or other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan DocumentsReceivable Assets; and (gvii) do not require the consent or approval of any Governmental Authority or any other Person, except those which have been duly obtained, made or complied with prior to the Effective Date as provided in Section 3.01(b). Each On or prior to the Effective Date, each of the Loan Related Documents to which the Servicer is a party shall be have been duly executed and delivered by each Credit Party that is a party thereto the Servicer and each such Loan Related Document shall then constitute a legal, valid and binding obligation of such Credit Party the Servicer enforceable against it in accordance with its terms, except as enforceability may be limited by subject (i) to applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting the enforcement of creditors' rights generally from time to time in effect and by (ii) to general equitable principles of equity (whether enforcement is sought by proceedings a proceeding in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's ’s power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's ’s charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental AuthorityAuthority of the United States or the United Kingdom, or, in each case, any political subdivision thereof; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound, except where any such violations, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of the Applicable Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (g) do not require the consent or approval of any Governmental Authority of the United States or the United Kingdom, or, in each case, any political subdivision thereof, or any other Person, except those referred to in Section 2.1(e), all of which will have been duly obtained, made or complied with prior to the Closing Date. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium Insolvency Laws or similar laws affecting the enforcement of creditors' ’ rights generally and or by general equitable principles (whether enforcement is sought by proceedings in equity or at law)principles.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by Parent Guarantor and each Credit Party Originator of this Agreement and the Loan execution, delivery and performance by Parent Guarantor and each Originator of any other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein and therein: (ai) are within such Person's power; (bii) have been duly authorized by order of the Bankruptcy Court or all necessary or proper action (corporate, limited liability company shareholder or limited partnership action, as applicableotherwise); (ciii) do not contravene any provision of such Person's charter, bylaws or partnership or operating agreement, as applicableCharter Documents; (div) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ev) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (fvi) do not result in the creation or imposition of any Lien Adverse Claim upon any of the property of such Person, other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (gvii) do not require the consent or approval of any Governmental Authority or any other Person, except those which will have been duly obtained, made or complied with prior to the Closing Date as provided Section 3.01(b). Each The exercise by Buyer of any of its rights and remedies under any Related Document to which it is a party, do not require the consent or approval of any Governmental Authority or any other Person (other than consents or approvals solely relating to or required to be obtained by the Buyer, and subject to the Bankruptcy Code), except those which will have been duly obtained, made or complied with prior to the Closing Date as provided in Section 3.01(b). On or prior to the Closing Date, each of the Loan Related Documents shall be have been duly executed and delivered by Parent Guarantor and each Credit Party Originator that is a party thereto and each such Loan Related Document shall then constitute a legal, valid and binding obligation of such Credit Party Person enforceable against it in accordance with its terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization 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)of equity.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party the Borrower of this Agreement and the Loan other Related Documents to which it is a party and party, the creation and perfection of all Liens and ownership interests provided for therein: (ai) are within such Personthe Borrower's corporate power; (bii) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership proper corporate and shareholder action, as applicable; (ciii) do not contravene any provision of such Personthe Borrower's charter, bylaws charter or partnership or operating agreement, as applicablebylaws; (div) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ev) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person the Borrower or any Originator is a party or by which such Person the Borrower or any Originator or any of its the property of the Borrower or any Originator is bound; (fvi) do not result in the creation or imposition of any Lien Adverse Claim upon any of the property of such Person, other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan DocumentsBorrower or any Originator; and (gvii) do not require the consent or approval of any Governmental Authority or any other Person, except those which have been duly obtained, made or complied with prior to the Closing Date as provided in Section 3.01(b). Each The exercise by each of the Loan Borrower, the Lenders or the Administrative Agent of any of its rights and remedies under any Related Document to which it is a party, do not require the consent or approval of any Governmental Authority or any other Person (other than consents or approvals solely relating to or required to be obtained by a Lender or the Administrative Agent, and subject to the Bankruptcy Code), except those which will have been duly obtained, made or complied with prior to the Closing Date as provided in Section 3.01(b). On or prior to the Closing Date, each of the Related Documents to which the Borrower is a party shall be have been duly executed and delivered by each Credit Party that is a party thereto the Borrower and each such Loan Related Document shall then constitute a legal, valid and binding obligation of such Credit Party the Borrower enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order, when applicable) the execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's ’s power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's ’s charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any applicable law or regulation, or any applicable order or decree of any court of competent jurisdiction or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, 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. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and subject to the entry of the Interim Order and the Final Order, each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar other laws relative to or affecting the enforcement of creditors' ’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)effect from time to time.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's corporate, company or partnership power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws or equivalent constitutive documents or partnership or operating agreement, as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, 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. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar other laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)generally.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's ’s power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, corporate or limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's ’s charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental AuthorityAuthority applicable to such Person; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, Lender 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(b), all of which will have been duly obtained, made or complied with prior to the Closing Date. Each of the Loan Documents shall be has been duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute constitutes a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating or affecting the enforcement of creditors' ’ rights generally and by 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 dealings.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's ’s power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's ’s charter, bylaws or partnership or operating agreementagreements or other organizational documents, as applicable; (d) do not violate any material provision of any law or regulation, or any material provision of any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any material indenture, mortgage, deed of trust, lease, loan agreement or other material instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (g) do not require the consent or approval of any Governmental Authority or any other Person, other than (i) those which will have been duly obtained, made or complied with prior to the Closing Date, and (ii) the filings referred to in Section 4.21. Each of the Loan Documents shall be have been duly executed and delivered by each Credit Party that is a party thereto and and, each such Loan Document shall constitute constitutes a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting the enforcement of creditors' ’ rights generally and by general equitable principles (regardless of whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any law or regulation, or any order or decree of any court or other Governmental AuthorityAuthority except where such violation, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those referred to in Section 2.1A(e), all of which will have been duly obtained, made or complied with prior to the Second Restatement Execution Date and those referred to in Section 2.1B(d) all of which have been complied with as of the Second Restatement Closing Date and (ii) any consents or approvals of any Person other than a Governmental Authority where the failure to obtain such consents or approvals of any such Person, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' relating to or limiting creditors rights generally and or by general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party such Borrower of the Term Loan Documents and all instruments and documents to which be delivered by such Borrower, to the extent it is a party thereto, hereunder and the creation of all Liens provided for herein and therein: (ai) are within such PersonBorrower's corporate power; (bii) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicableproper corporate action and by the Closing Date will be authorized by the Final Order; (ciii) do are not contravene in contravention of any provision of such PersonBorrower's charter, bylaws certificates or partnership articles of incorporation or operating agreement, as applicableby-laws; (div) do not will not, upon the entry of the Final Order by the Court, violate any law or regulation, or any order or decree of any court or Governmental Authoritygovernmental instrumentality; (ev) do not will not, upon the entry of the Final Order by the Court and the execution and delivery of the Existing DIP Loan Amendment, conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person Borrower is a party or by which such Person Borrower or any of its property is boundbound and the effect of which will not be subject to the automatic stay pursuant to section 362 of the Bankruptcy Code upon the entry of the Final Order by the Court; (fvi) do will not result in the creation or imposition of any Lien upon any of the property of such Person, Borrower other than those in favor of Agent, on behalf of itself and the Term Lenders, all pursuant to the Term Loan Documents; and (gvii) do not require the consent or approval of any Governmental Authority governmental body, agency, authority or any other PersonPerson other than the entry by the Court of the Final Order and the execution and delivery of the Existing DIP Loan Amendment. Each of the Term Loan Documents shall be has been duly executed and delivered by each Credit Party that is a party thereto for the benefit of or on behalf of the Borrowers and each such Loan Document shall constitute constitutes a legal, valid and binding obligation of such Credit Party the Borrowers, enforceable against it them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The Upon the entry by the Bankruptcy Court of the Final DIP Order, the execution, delivery and performance by each Credit Party Borrower of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's ’s power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's ’s charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, or require any indenturepayment to be made under, mortgage, deed of trust, any material lease, agreement material agreement, material indebtedness or other material instrument entered into or assumed by such Person after the commencement of the Cases to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf the Administrative Agent for the benefit of itself and the Lenders, pursuant to the Loan DocumentsDocuments and the Final DIP Order; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those referred to in Section 2.1(e), all of which will have been duly obtained, made or complied with prior to the Effective Date and (ii) any consents, notices or approvals pursuant to the Federal Assignment of Claims Act of 1940 or any applicable state, county or municipal law restricting the assignment of any Accounts for which the Account Debtor is the United States government or a political subdivision thereof or any state, county or municipality or department, agency or instrumentality thereof. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto Borrower and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party Borrower enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any note, indenture, mortgage, deed of trust, material lease, material agreement or other material instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf Collateral Agent for the benefit of itself and Lendersthe Secured Parties, pursuant to the Loan Documents; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those referred to in SECTION 2.2(B), all of which will have been duly obtained, made or complied with prior to the Initial Funding Date and (ii) any consents, notices or approvals pursuant to the Federal Assignment of Claims Act of 1940 or any applicable state, county or municipal law restricting the assignment of any Accounts for which the Account Debtor is the United States government or a political subdivision thereof or any state, county or municipality or department, agency or instrumentality thereof. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement rights of creditors' rights creditors generally and by general equitable principles (whether enforcement is sought of equity and except, in the case of the Collateral Documents, as limited by proceedings applicable laws that may affect the remedies provided in equity or at law)the Collateral Documents, which laws, however, do not make the remedies provided in the Collateral Documents inadequate for the practical realization of the benefits intended to be afforded thereby.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's ’s power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's ’s charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any law or regulation, or any order or decree of any court or other Governmental AuthorityAuthority except where such violation, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those referred to in Section 2.1(e), all of which will have been duly obtained, made or complied with prior to the Closing Date and those referred to in Schedule D-1 all of which have been complied with as of the Closing Date and (ii) any consents or approvals of any Person other than a Governmental Authority where the failure to obtain such consents or approvals of any such Person, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' relating to or limiting creditors rights generally and or by general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Administrative Agent, on behalf of itself and Lenders, 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, except, with respect to a violation, conflict, breach, termination or default referred to in clause (d) and (e) above, which would not reasonably be expected to have a Material Adverse Effect or with respect to a consent or approval referred to in clause (g) above, the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any applicable law or regulation, or any applicable order or decree of any court or Governmental Authority, except to the extent that such violation, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound, except to the extent that such conflict, breach, termination, default or acceleration, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, 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. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party the Seller of this Agreement and the Loan other Related Documents to which it is a party and party, the creation and perfection of all Liens and ownership interests provided for therein: (ai) are within such Personthe Seller's corporate power; (bii) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership proper corporate and shareholder action, as applicable; (ciii) do not contravene any provision of such Personthe Seller's charter, bylaws charter or partnership or operating agreement, as applicablebylaws; (div) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ev) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person the Seller or the Originator is a party or by which such Person the Seller or the Originator or any of its the property of the Seller or the Originator is bound; (fvi) do not result in the creation or imposition of any Lien Adverse Claim upon any of the property of such Person, other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan DocumentsSeller or the Originator; and (gvii) do not require the consent or approval of any Governmental Authority or any other Person, except those which have been duly obtained, made or complied with prior to the Closing Date as provided in Section 3.1(b). The exercise by each of the Seller, the Purchasers or the Administrative Agent of any of its rights and remedies under any Related Document to which it is a party, do not require the consent or approval of any Governmental Authority or any other Person (other than consents or approvals solely relating to or required to be obtained by a Purchaser or the Administrative Agent, and subject to the Bankruptcy Code), except those which will have been duly obtained, made or complied with prior to the Closing Date as provided in Section 3.1(b). Each of the Loan Related Documents shall be to which the Seller is a party has been duly executed and delivered by each Credit Party that is a party thereto the Seller and each such Loan Related Document shall constitute constitutes a legal, valid and binding obligation of such Credit Party the Seller enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The Upon the entry by the Bankruptcy Court of the Final Order, the execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, material lease, material agreement or other material instrument entered into or assumed by such Person after the commencement of the Cases to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf the Administrative Agent for the benefit of itself and Lendersthe Secured Parties, pursuant to the Loan DocumentsDocuments and the Final Order; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those referred to in Section 2.2(d), all of which will have been duly obtained, made or complied with prior to the Closing Date and (ii) any consents, notices or approvals pursuant to the Federal Assignment of Claims Act of 1940 or any applicable state, county or municipal law restricting the assignment of any Accounts for which the Account Debtor is the United States government or a political subdivision thereof or any state, county or municipality or department, agency or instrumentality thereof. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The Upon the entry by the Bankruptcy Court of the Interim Order (or Final Order, when applicable), the execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are, subject to the entry of the Orders, are within such Person's power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) subject to the entry of the Orders, do not contravene any provision of such Person's charter, bylaws or partnership or operating agreement, agreement as applicable; (d) subject to the entry of the Orders, do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) subject to the entry of the Orders, do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, material lease, material agreement or other material instrument entered into or assumed by such Person after the commencement of the Cases to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf the Administrative Agent for the benefit of itself and Lendersthe Secured Parties, pursuant to the Loan DocumentsDocuments and the Orders; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those referred to in Section 2.1(g), all of which will have been duly obtained, made or complied with prior to the Closing Date and (ii) any consents, notices or approvals pursuant to the Federal Assignment of Claims Act of 1940 or any applicable state, county or municipal law restricting the assignment of any Accounts for which the Account Debtor is the United States government or a political subdivision thereof or any state, county or municipality or department, agency or instrumentality thereof. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and and, subject to the entry of the Orders, each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's corporate power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership proper corporate and shareholder action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws charter or partnership or operating agreement, as applicablebylaws; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) have been, or by the Closing Date will be, duly authorized by the Bankruptcy Court; (f) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (fg) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (gh) do not require the consent or approval of any Governmental Authority or any other Person, except for 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. Each On or prior to the Closing Date, each of the Loan Documents shall be have been duly executed and delivered by each Credit Party that is a party thereto thereto, and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be is limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws relating to or affecting generally the enforcement of creditors' creditor's rights generally and by general equitable principles (whether enforcement except to the extent that the availability of the remedy of specific performance or injunctive relief is sought by proceedings in equity or at law)subject to the discretion of the court before which any proceeding therefor may be brought.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party Borrower of the Loan Documents and all instruments and documents to which be delivered by Borrower, to the extent it is a party thereto, hereunder and thereunder and the creation of all Liens provided for herein and therein: (ai) are within such PersonBorrower's corporate power; (bii) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership proper corporate and shareholder action, as applicable; (ciii) do are not contravene in contravention of any provision of such PersonBorrower's charter, bylaws certificate or partnership articles or operating agreement, as applicableincorporation or bylaws; (div) do will not violate any law or regulation, or any order or decree of any court or Governmental Authoritygovernmental instrumentality; (ev) do will, not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person Borrower is a party or by which such Person Borrower or any of its property is boundbound (other than with respect to the Prior Indebtedness, all of which will be repaid in full on the Closing Date); (fvi) do will not result in the creation or imposition of any Lien upon any of the property of such Person, Borrower other than those in favor of Agent, on behalf of itself and LendersLender, all pursuant to the Loan Documents; and (gvii) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 2.l(e), all of which will have been duly obtained, made or complied with prior to the Closing Date. Each At or prior to the Closing Date, each of the Loan Documents shall be have been duly executed and delivered by each Credit Party that is a party thereto for the benefit of or on behalf of Borrower and each such Loan Document shall then constitute a legal, valid and binding obligation of such Credit Party Borrower, to the extent it is a party thereto, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting the enforcement rights of creditors' rights creditors generally and or by application of general equitable principles (whether enforcement is sought by proceedings in equity or at law)of equity.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's ’s power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary or proper corporate, limited partnership or limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's ’s charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any law or regulationregulation (including, without limitation, the SBA Rules and Regulations), or any order or decree of any court or Governmental AuthorityAuthority (including, without limitation, the SBA); (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, Lender pursuant to the Loan Documents; and (g) do not require the consent or approval of any Governmental Authority (other than the SBA) or any other Person, except those referred to in Section 2.1(c), all of which will have been legally obtained, made or complied with prior to the Closing Date. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of relating to or limiting creditors' ’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)generally.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party Borrower of the Loan Documents and all other instruments and documents to which it is a party be delivered by Borrower, and the creation of all Liens provided for therein: (ai) are within such PersonBorrower's corporate power; (bii) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership proper corporate and shareholder action, as applicable; (ciii) do are not contravene in contravention of any provision of such PersonBorrower's charter, bylaws certificate or partnership articles or operating agreement, as applicableincorporation or bylaws; (div) do will not violate any law or regulation, or any order or decree of any court or Governmental Authoritygovernmental instrumentality; (ev) do will not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person Borrower is a party or by which such Person Borrower or any of its property is bound; (fvi) do will not result in the creation or imposition of any Lien upon any of the property of such Person, Borrower other than those in favor of Agent, on behalf of itself and Lenders, all pursuant to the Loan Documents; and (gvii) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 2.1(d), all of which will have been duly obtained, made or complied with prior to the Closing Date. Each On or prior to the Closing Date, each of the Loan Documents shall be have been duly executed and delivered by each Credit Party that is a party thereto for the benefit of or on behalf of Borrower, and each such Loan Document shall then constitute a legal, valid and binding obligation of such Credit Party Borrower enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting the enforcement rights of creditors' rights creditors generally and or by application of general equitable principles (whether enforcement is sought by proceedings in equity or at law)of equity.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's corporate power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership proper corporate and shareholder action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws charter or partnership or operating agreement, as applicablebylaws; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Administrative Agent, on behalf of itself itself, the other Agent and Lenders, 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(b), all of which will have been duly obtained, made or complied with prior to the Effective Date. Each On or prior to the Effective Date, each of the Loan Documents shall be have been duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall then constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, terms except as such enforceability may be limited by applicable fraudulent conveyance, bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws affecting the enforcement of creditors' rights generally and law or by general equitable principles (whether enforcement is sought by proceedings in equity or at law)principles.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by Borrower and each Credit Party of its Subsidiaries of the Loan Documents to which it such Person is a party and the creation of all Liens provided for therein: therein and in the Orders, subject, in the case of Borrower and each Domestic Subsidiary Guarantor only, to the entry of the Interim Order (or Final Order, when applicable): (a) are within such Person's power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws bylaws, partnership declaration or partnership agreement or operating agreement, as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which (i) in the case of a Foreign Subsidiary Guarantor, to which such Foreign Subsidiary Guarantor is a party or by which such Person or any of its property is bound or (ii) in the case of each other Credit Party, entered into after the Petition Date to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; Documents and the Orders 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(b), all of which will have been duly obtained, made or complied with prior to the Closing Date. Each With respect to Borrower and each Domestic Subsidiary Guarantor, subject to the entry of the Interim Order (or the Final Order, when applicable), each of the Loan Documents shall be duly executed and delivered by each such Credit Party that is a party thereto and each such Loan Document shall constitute (or, when executed and delivered, will constitute) a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms and the Orders. Each of the Loan Documents to which any Foreign Subsidiary Guarantor is a party have been duly executed and delivered by such Person and constitute the legal, valid and binding obligations of such Person, enforceable against such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's ’s power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's ’s charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any material indenture, mortgage, deed of trust, material lease, loan agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan DocumentsDocuments (and the Liens securing the Term Loan Obligations); and (g) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those referred to in Section 3.1, all of which will have been duly obtained, made or complied with prior to the Closing Date, (ii) the filings referred to in Section 4.25 and (iii) consents, authorizations, filings and notices obtained or made in the ordinary course of business (except with respect to the incurrence and repayment of the Loans, the Liens granted under the Collateral Documents or any other material rights of Agent and the Lenders under the Loan Documents). Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and and, each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting the enforcement of creditors' ’ rights generally and by general equitable principles (regardless of whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by Borrower and each Credit Party Material Subsidiary of the Loan Documents and all other instruments and documents to which be delivered by Borrower or such Material Subsidiary hereunder and thereunder to the extent it is a party thereto and the creation of all Liens provided for herein and therein: (ai) are within Borrower's or such PersonMaterial Subsidiary's corporate power; (bii) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership corporate and shareholder action, as applicable; (ciii) do are not contravene in contravention of any provision of Borrower's or such PersonMaterial Subsidiary's charter, bylaws certificate or partnership articles of incorporation or operating agreement, as applicableby-laws 103 or other organizational documents; (div) do will not violate any law or regulation, or any order or decree of any court or Governmental Authoritygovernmental instrumentality; (ev) do will not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, the Senior Note Indenture, the Subordinated Indenture, any Material Contract or any other indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person Borrower or any Material Subsidiary is a party or by which such Person any Loan Party or any of its property is boundbound other than any such conflicts, breaches, defaults, accelerations or terminations which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (fvi) do will not result in the creation or imposition of any Lien upon any of the property of such Person, Borrower or any Material Subsidiary other than those in favor of Agent, on behalf of itself and Agent or Lenders, all pursuant to the Loan Documents; and (gvii) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 2.1(d), 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, other than any such consents or approvals which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each At or prior to the Closing Date, each of the Loan Documents shall be have been duly executed and delivered by each Credit Party that is a party thereto for the benefit of or on behalf of Borrower and each such Loan Document shall then constitute a legal, valid and binding obligation of such Credit Party Borrower, enforceable against it Borrower in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)remedies generally.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's ’s power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, corporate or limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's ’s charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental AuthorityAuthority applicable to such Person; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and LendersLender, 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(b), all of which will have been duly obtained, made or complied with prior to the Closing Date. Each of the Loan Documents shall be has been duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute constitutes a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating or affecting the enforcement of creditors' ’ rights generally and by 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 dealings.

Corporate Power; Authorization; Enforceable Obligations. The ------------------------------------------------------- execution, delivery and performance by each Credit Party Borrower of the Loan Documents and Other Agreements, to which the extent it is a party thereto, and the creation of all Liens liens provided for herein and therein: (ai) are within such PersonBorrower's corporate power; (bii) have been been, and will be, duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership proper action, as applicable; (ciii) do are not contravene in contravention of any provision of such PersonBorrower's by-laws or charter, bylaws or partnership or operating agreement, as applicable; (div) do will not violate any law or regulation, or any order or decree of any court or Governmental Authoritygovernmental instrumentality; (ev) do will not conflict with or result in the breach or termination of, constitute a default under under, or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person Borrower is a party or by which such Person Borrower or any of its property is boundbound (except for such conflict, breach, termination, default or acceleration as could not reasonably be expected to have a Material Adverse Effect or which has been waived or consented to); (fvi) do will not result in the creation or imposition of any Lien lien upon any of the property of such Person, Borrower other than those in favor of Agentthe Lender, on behalf of itself and Lenders, all pursuant to the Loan Documents; and (gvii) do not require the consent or approval of any Governmental Authority governmental body, agency, authority or any other PersonPerson except such consents as have been obtained and are in effect. Each At or prior to the initial Revolving Credit Loan, each of the Loan Documents to be delivered at such time shall be have been duly executed and delivered by each Credit Party that is a party thereto for the benefit of or on behalf of Borrower and each such Loan Document shall then constitute a legal, valid and binding obligation of such Credit Party Borrower, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's ’s power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company company, partnership or limited partnership action, as applicable; (c) do not contravene any provision of such Person's charter’s constating documents, bylaws or partnership agreement or operating agreement, as applicable; (d) do not violate any federal, state, material provincial, material local or material foreign law or regulation, or any order or decree of any court or Governmental AuthorityAuthority binding on such Person; (e) do not materially conflict with or result in the material breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, debenture, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lendersthe Secured Parties or for Permitted Encumbrances, 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(b), all of which will have been duly obtained, made or complied with or waived prior to the Closing Date. Each On or prior to the Closing Date, each of the Loan Documents to which a Credit Party is a party shall be have been duly executed and delivered by each such Credit Party that is a party thereto and each such Loan Document shall then constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws affecting the enforcement of creditors' ’ rights generally and by subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The Each of Holding and each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each of the Borrowers, to obtain Extensions of Credit hereunder, and each such Person has taken all necessary corporate action to authorize the execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and, in the case of each of the Borrowers, to authorize the Extensions of Credit to it, if any, on the terms and conditions of this Agreement, any Notes and the creation of all Liens provided for therein: (a) are within such Person's power; (b) have been duly authorized by order of the Bankruptcy Court Applications. No consent or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws or partnership or operating agreement, as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination authorization of, constitute a default under or accelerate or permit the acceleration of any performance required byfiling with, any indenture, mortgage, deed of trust, lease, agreement notice to or other instrument to which such Person is a party similar act by or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Personrespect of, other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (g) do not require the consent or approval of any Governmental Authority or any other Person. Each Person is required to be obtained or made by or on behalf of Holding or any Loan Party in connection with the execution, delivery, performance, validity or enforceability of the Loan Documents shall to which it is a party or, in the case of each of 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 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 and contracts of the Parent Borrower and its Subsidiaries, the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (d) 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 Credit of the Borrowers, and each other Loan Document to which Holding or any Loan Party that is a party thereto has been or will be duly executed and each delivered on behalf of such Loan Document shall constitute Person. This Agreement constitutes a legal, valid and binding obligation of each of the Borrowers, and each other Loan Document to which Holding or any Loan Party is a party as executed and delivered does constitute, or when executed and delivered will constitute, a legal, valid and binding obligation of Holding or such Credit Party Loan Party, as applicable, enforceable against it such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The ------------------------------------------------------- execution, delivery and performance by each Credit Party the Company of this Agreement and the other Preferred Stock Documents and the issuance to Purchaser of the Loan Documents to which it is a party and the creation of all Liens provided for thereinSeries 1997 Preferred Stock: (a) are within such Personthe Company's corporate power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership corporate and shareholder action, as applicable; (c) do are not contravene in contravention of any provision of such Personthe Company's charter, certificate of incorporation or bylaws or partnership or operating agreement, as applicableother organizational documents; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person the Company or any of its Subsidiaries is a party or by which the Company or any such Person Subsidiary or any of its their respective property is bound, including, without limitation, the Related Transaction Documents or the Senior Credit Agreement; (f) do not result in the creation or imposition of any Lien upon any of the property Property of such Person, other than those in favor the Company or any of Agent, on behalf of itself and Lenders, pursuant to the Loan Documentsits Subsidiaries; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except those consents and approvals referred to in paragraph (b) of Article 2, 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. Each At or prior to the Closing Date, each of the Loan Preferred Stock Documents shall be have been duly executed and delivered by each Credit Party that is a party thereto for the benefit of or on behalf of the Company and each such Loan Document shall then constitute a legal, valid and binding obligation of such Credit Party the Company, enforceable against it the Company in accordance with its terms, terms except as the enforceability of such Preferred Stock Document may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' creditor's rights generally and by general equitable principles (whether enforcement is sought by proceedings remedies in equity or at law)general.

Corporate Power; Authorization; Enforceable Obligations. The ------------------------------------------------------- execution, delivery and performance by each Credit Party the Company of the Loan Documents to which it is a party this Agreement and the creation of all Liens provided for thereinother Bridge Note Documents: (a) are within such Personthe Company's corporate power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership corporate and shareholder action, as applicable; (c) do are not contravene in contravention of any provision of such Personthe Company's charter, certificate of incorporation or bylaws or partnership or operating agreement, as applicableother organizational documents; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person the Company or any of its Subsidiaries is a party or by which the Company or any such Person Subsidiary or any of its their respective property is bound, including, without limitation, the Related Transaction Documents or any other agreement, document or instrument relating to Senior Indebtedness; (f) do not result in the creation or imposition of any Lien upon any of the property Property of such Person, other than those in favor the Company or any of Agent, on behalf of itself and Lenders, pursuant to the Loan Documentsits Subsidiaries; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except those consents and approvals referred to in Section 4.02, all of which have been duly obtained, ------------ made or complied with and are in full force and effect. Each of the Loan Bridge Note Documents shall be has been duly executed and delivered by each Credit Party that is a party thereto for the benefit of or on behalf of the Company and each such Loan Document shall constitute constitutes a legal, valid and binding obligation of such Credit Party the Company, enforceable against it the Company in accordance with its terms, terms except as the enforceability of such Bridge Note Document may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' creditor's rights generally and by general equitable principles (whether enforcement is sought by proceedings remedies in equity or at law)general.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each such Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such PersonCredit Party's corporate power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership proper corporate and shareholder action, as applicable; (c) do not contravene any provision of such PersonCredit Party's chartercharter or bylaws, bylaws or partnership or operating agreementmemorandum of association and articles of association, as applicablethe case may be; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person Credit Party is a party or by which such Person Credit Party or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Credit Party other than those in favor of Agent, on behalf of itself Co-Agents and Lenders, 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(b), all of which will have been duly obtained, made or complied with prior to the Closing Date. Each On or prior to the Closing Date, each of the Loan Documents to which such Credit Party is a party shall be have been duly executed and delivered by each such Credit Party that is a party thereto and each such Loan Document shall then constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).. AMENDED AND RESTATED CREDIT AGREEMENT

Corporate Power; Authorization; Enforceable Obligations. The ------------------------------------------------------- execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's corporate power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership corporate and shareholder action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws charter or partnership or operating agreement, as applicablebylaws; (d) do not violate any applicable law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, 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, except in the case of clauses (d) and (e), any violations, conflicts, breaches, terminations, defaults or accelerations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each On or prior to the Closing Date each of the Loan Documents shall be have been duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall then constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors' rights generally and by general equitable principles of equity (whether enforcement is sought by proceedings considered in a proceeding in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Transaction Party of this Agreement and the Loan other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for thereinherein and therein and, solely with respect to clause (vii) below, the exercise by Buyer, or its assigns of any of its rights and remedies under any Related Document to which it is a party: (ai) are within such Person's ’s corporate power; (bii) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership proper corporate and shareholder action, as applicable; (ciii) do not contravene any provision of such Person's charter, bylaws ’s articles or partnership certificate of incorporation or operating agreement, as applicableby-laws; (div) do not violate any law or regulation, or any order or decree of any court or Governmental Authority, including, for greater certainty, in the case of any Canadian Originator, the Personal Information Protection and Electronic Documents Act (Canada) or any other applicable privacy laws (collectively, “Privacy Laws”); (ev) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (fvi) do not result in the creation or imposition of any Lien Adverse Claim upon any of the property of such Person, other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (gvii) 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. Each of the Loan Credit Agreement and the Parent’s public bond indentures expressly permits the sales of Receivables hereunder on the understanding that Buyer is a separate entity. On or prior to the Effective Date, except as otherwise contemplated under Sections 3.01(a) and 3.03 with respect to the New Originators, each of the Related Documents shall be have been duly executed and delivered by each Credit Transaction Party that is a party thereto and on the Closing Date each such Loan Related Document shall then constitute a legal, valid and binding obligation of such Credit Party Transaction Party, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws or partnership or operating agreement, as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indentureindenture (including specifically the RUC Indenture), mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, 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. Each On or prior to the Closing Date, each of the Loan Documents shall be have been duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall then constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting the enforcement rights of creditors' rights creditors generally and or by general equitable principles (whether enforcement is sought by proceedings in equity or at law)principals generally.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party Borrower of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's corporate, limited liability company or limited partnership, as applicable, power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate in any material respect any law or regulation, or do not violate any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the material breach or termination of, constitute a material default under or accelerate or permit the acceleration of any performance required by, any Material Contract or any other material indenture, mortgage, deed of trust, lease, agreement or other instrument entered into after the Petition Date to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan DocumentsDocuments and the Order; and (g) other than non-material consents and approvals, do not require the consent or approval of any Governmental Authority or any other Person, other than the Bankruptcy Court or other consents, all of which will have been duly obtained, made or complied with prior to the date hereof. Each With respect to each Borrower, subject to the entry of the Order, each of the Loan Documents shall be duly executed and delivered by each Credit Party such Borrower that is a party thereto and each such Loan Document shall constitute (or, when executed and delivered, will constitute) a legal, valid and binding obligation of such Credit Party Borrower enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting terms and the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)Order.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party Borrower of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's ’s corporate, limited liability company or limited partnership power, as applicable; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership action, as applicable; (c) do not contravene any provision of such Person's ’s charter, bylaws or partnership or operating agreement, agreement as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental AuthorityAuthority by which such Person or its assets are bound; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, material lease, material agreement or other material instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, 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 on or prior to the Closing Date. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto Borrower and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party Borrower enforceable against it in accordance with its terms, except as enforceability may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium or insolvency and similar laws affecting the enforcement enforceability of creditors' ’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)generally.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's corporate power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership proper corporate and shareholder action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws or partnership or operating agreement, as applicableOrganizational Documents; (d) do not violate any law or regulation, or any order or decree Requirements of any court or Governmental AuthorityLaw; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, material agreement or other material instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, 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 Effective Date. Each The grant and perfection of the security interest in the Stock of the Subsidiaries of the Borrower constituting a portion of the Collateral, as contemplated by the terms of the Loan Documents, is not made in violation of the registration provisions of the Securities Act, any applicable provisions of other federal securities laws, state securities or "Blue Sky" law, foreign securities law, or applicable general corporation, limited liability company, unlimited liability company or partnership law or in violation of any other Requirements of Law. On or prior to the Effective Date, each of the Loan Documents shall be have been duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall then constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party Party, and each other Subsidiary of Ultimate Parent, of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a1) are within such Person's corporate power; (b2) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership proper corporate and shareholder action, as applicable; (c3) do not contravene any provision of such Person's charter, bylaws constating documents or partnership or operating agreement, as applicablebylaws; (d4) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e5) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f6) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor favour of Agent, on behalf of itself and Lenders, or Agent and Lenders, as applicable, pursuant to the Loan Documents, the Term Loan Liens and the US Facility Liens; and (g7) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 2.1(3), all of which will have been duly obtained, made or complied with prior to the Closing Date. Each On or prior to the Closing Date, each of the Loan Documents shall be have been duly executed and delivered by each Credit Party that and each other Subsidiary of Ultimate Parent which is a party thereto and each such Loan Document shall then constitute a legal, valid and binding obligation of such Credit Party and such Subsidiary of Ultimate Parent, enforceable against it in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium laws or similar laws affecting the enforcement of creditors' rights generally and by general to the fact that the availability of equitable principles (whether enforcement remedies, such as specific performance and injunctive relief, is sought by proceedings in equity or at law)the discretion of a court.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it such Credit Party is a party and the creation of all Liens provided for thereinparty: (a) are within such Person's ’s power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company corporate or limited partnership other action, as applicable; (c) do not and will not contravene any provision of such Person's charter, bylaws or partnership or operating agreement, as applicable’s constating documents; (d) do not and will not violate any law or regulation, or any order order, decree, judgment, injunction, writ, decision, ruling or decree award of any court or Governmental AuthorityEntity; (e) do not and will not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not bound which could reasonably be expected to result in the creation or imposition of any Lien upon any of the property of such Person, other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documentsa Material Adverse Change; and (g) do not and will not require the authorization, consent or, the giving of notice to, the filing of or registration with, or approval of any Governmental Authority Entity or any other Person, including, without limitation, any order, permit, waiver, exemption, authorization and approval of any Governmental Entity all of which will have been duly obtained, made or complied with prior to the Closing Date, except those where the failure to make or obtain such authorization, consent, notice, filing, registration or approval could not reasonably be expected to result in a Material Adverse Change. Each of the Loan Documents shall be duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization 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)of equity.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by Holdings, each Credit Party Borrower and each Subsidiary thereof of the Loan Documents and all other instruments and documents to which it is a party be delivered by each such Person, and the creation of all Liens provided for therein: (ai) are within such Person's corporate power; (bii) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership proper corporate and shareholder action, as applicable; (ciii) do are not contravene in contravention of any provision of such Person's charter, bylaws certificate or partnership articles or operating agreement, as applicableincorporation or bylaws; (div) do will not violate any law or regulation, or any order or decree of any court or Governmental Authoritygovernmental instrumentality; (ev) do will not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (fvi) do will not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than those in favor of Agent, on behalf of itself and Lenders, all pursuant to the Loan Documents; and (gvii) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 2.1(d), all of which will have been duly obtained, made or complied with prior to the Closing Date. Each On or prior to the Closing Date, each of the Loan Documents shall be have been duly executed and delivered by each Credit Party that is a party thereto for the benefit of or on behalf of Holdings, Borrower and each such Subsidiary thereof (as applicable) and each Loan Document shall then constitute a legal, valid and binding obligation of Holdings, Borrower and such Credit Party Subsidiary, to the extent it is a party thereto, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting the enforcement rights of creditors' rights creditors generally and or by application of general equitable principles (whether enforcement is sought by proceedings in equity or at law)of equity.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party the Issuer of the Loan Senior Note Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's power; the Issuer’s corporate power (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership corporate action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws or partnership or operating agreementthe Issuer’s Organizational Documents, as applicable; (d) do not violate any law or regulation, or any order or decree of any court or Governmental AuthorityAuthority except in each case as could not be reasonably expected to have a Material Adverse Effect; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is boundbound except in each case as could not reasonably be expected to have a Material Adverse Effect; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; Person and (g) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those consents and approvals which have been duly obtained, made or complied with prior to the Closing Date and (ii) those consents or approvals the failure to so obtain, made or complied with which could not reasonably be expected to have a Material Adverse Effect. Each of the Loan Senior Note Documents to which the Issuer is a party shall be duly executed and delivered by each Credit Party that is a party thereto the Issuer and each such Loan Senior Note Document shall constitute a legal, valid and binding obligation of such Credit Party the Issuer, enforceable against it in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' creditors rights generally and by general equitable principles and by the discretion of the courts where enforcement is sought (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within such Person's corporate power; (b) have been duly authorized by order of the Bankruptcy Court or all necessary corporate, limited liability company or limited partnership proper corporate and shareholder action, as applicable; (c) do not contravene any provision of such Person's charter, bylaws or partnership or operating agreement, as applicableOrganizational Documents; (d) do not violate any law or regulation, or any order or decree Requirements of any court or Governmental AuthorityLaw; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, material agreement or other material instrument to which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person, Person other than [EXECUTION VERSION] those in favor of Agent, on behalf of itself and Lenders, 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 Effective Date. Each The grant and perfection of the security interest in the Stock of the Subsidiaries of the Borrower constituting a portion of the Collateral, as contemplated by the terms of the Loan Documents, is not made in violation of the registration provisions of the Securities Act, any applicable provisions of other federal securities laws, state securities or "Blue Sky" law, foreign securities law, or applicable general corporation, limited liability company, unlimited liability company or partnership law or in violation of any other Requirements of Law. On or prior to the Effective Date, each of the Loan Documents shall be have been duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document shall then constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).