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

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in the case of each Borrower, this Amendment and, in the case of each Guarantor, the Acknowledgment and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereof. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability of this Amendment, except for consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Amendment has been duly executed and delivered by each Borrower and the Acknowledgment has been duly executed and delivered by each Guarantor. This Amendment constitutes a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in perform the case of each Borrower, this Amendment Loan Documents to which it is a party and, in the case of each Guarantorthe Borrower, the Acknowledgment and each such to borrow hereunder. Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereofof the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Transactions and the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this AmendmentAgreement or any of the Loan Documents, except for (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings which the failure referred to obtain or make would not reasonably be expected to have a Material Adverse Effectin Section 4.19. This Amendment Each Loan Document has been duly executed and delivered by on behalf of each Borrower and the Acknowledgment has been duly executed and delivered by each GuarantorLoan Party party thereto. This Amendment constitutes Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Partythereto, enforceable against each such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or conveyance or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in perform the case of each Borrower, this Amendment Loan Documents to which it is a party and, in the case of each Guarantorthe Borrower, the Acknowledgment and each such to borrow hereunder. Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereofof the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Acquisition and the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this AmendmentAgreement or any of the Loan Documents, except for (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings which the failure referred to obtain or make would not reasonably be expected to have a Material Adverse Effectin Section 4.19. This Amendment Each Loan Document has been duly executed and delivered by on behalf of each Borrower and the Acknowledgment has been duly executed and delivered by each GuarantorLoan Party party thereto. This Amendment constitutes Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Partythereto, enforceable against each such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the ------------------------------------------------------- Loan Parties Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in perform the case of each Borrower, this Amendment Loan Documents to which it is a party and, in the case of each Guarantorthe Borrower, the Acknowledgment and each such to borrow hereunder. Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereofof the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this AmendmentAgreement or any of the Loan Documents, except for (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings which the failure referred to obtain or make would not reasonably be expected to have a Material Adverse Effectin Section 4.19. This Amendment Each Loan Document has been duly executed and delivered by on behalf of each Borrower and the Acknowledgment has been duly executed and delivered by each GuarantorLoan Party party thereto. This Amendment constitutes Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Partythereto, enforceable against each such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Borrowers has the corporate or other organizational power and power, authority, and the legal right, right to make, deliver and perform, in the case of each Borrower, perform this Amendment and, in the case of each GuarantorAgreement, the Acknowledgment Applications and each such other Loan Party Document to which it is a party and to borrow hereunder and has taken all necessary corporate or other organizational action to authorize the Extensions of Credit on the terms and conditions of this Agreement and each other Loan Document to which it is a party and to authorize the execution, delivery and performance thereofof this Agreement and each other Loan Document to which it is a party. No consent or authorization of, filing with, notice to with or other similar act by or in respect of, any Governmental Authority or any other Person (including stockholders and creditors of the Borrowers) is required to be obtained or made by or on behalf of any Loan Party in connection with the Extensions of Credit hereunder or with the execution, delivery, performance, validity or enforceability of this AmendmentAgreement, the Notes, the Applications or any other Loan Document, except for consents, authorizations, notices and filings which to the failure extent that such consent or authorization has been obtained or such filing or action has been completed prior to obtain or make would not reasonably be expected to have a Material Adverse Effectthe date hereof. This Amendment Agreement has been and each other Loan Document to which it is a party will be, duly executed and delivered by on behalf of such Borrower. This Agreement constitutes and each Borrower and the Acknowledgment has been duly other Loan Document when executed and delivered by each Guarantor. This Amendment constitutes will constitute, a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a Borrowers party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Party, thereto enforceable against such Loan Party Borrowers in accordance with its their respective terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in the case of each Holding and the Borrower, this Amendment Waiver and, in the case of each Guarantor, the Acknowledgment and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereof. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability of this AmendmentWaiver or the Acknowledgment, except for consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Amendment Waiver has been duly executed and delivered by each the Borrower and the Acknowledgment has been duly executed and delivered by on behalf of each Guarantor. This Amendment Waiver constitutes a legal, valid and binding obligation of each the Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Borrower and the other Credit Parties has the corporate or other organizational full power and authority, authority and the legal right, right to make, deliver and perform, in perform the case of each Borrower, this Amendment and, in the case of each Guarantor, the Acknowledgment Credit Documents to which it is party and each such Loan Party has taken all necessary limited liability company or corporate or other organizational action to authorize the execution, delivery and performance thereofby it of the Credit Documents to which it is party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, delivery or performance of any Credit Document by the Borrower or the other Credit Parties (other than those which have been obtained) or with the validity or enforceability of this Amendment, any Credit Document against the Borrower or the other Credit Parties (except for consents, authorizations, notices and such filings as are necessary in connection with the perfection of the Liens created by such Credit Documents). Each Credit Document to which the failure to obtain or make would not reasonably be expected to have it is a Material Adverse Effect. This Amendment party has been duly executed and delivered by each on behalf of the Borrower and or the Acknowledgment has been duly executed and delivered by each Guarantorother Credit Parties, as the case may be. This Amendment Each Credit Document to which it is a party constitutes a legal, valid and binding obligation of each the Borrower hereto and or the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legalCredit Parties, valid and binding obligation of such Loan Partyas the case may be, enforceable against the Borrower or such Loan Party other Credit Party, as the case may be, in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in perform the case of each Borrower, this Amendment Loan Documents to which it is a party and, in the case of each Guarantorthe Borrower, the Acknowledgment and each such to borrow hereunder. Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereofof the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Tender Offer, the Debt Tender Offer, the financing transactions contemplated hereby and the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this AmendmentAgreement or any of the Loan Documents, except for (i) consents, authorizations, filings and notices which have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.18(b) and (iii) with respect to the Tender Offer and the Debt Tender Offer, those which if not obtained could not, in the failure to obtain or make would not aggregate, reasonably be expected to have a Material Adverse Effectmaterially affect the consummation thereof. This Amendment Each Loan Document has been duly executed and delivered by on behalf of each Borrower and the Acknowledgment has been duly executed and delivered by each GuarantorLoan Party party thereto. This Amendment constitutes Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Partythereto, enforceable against each such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Borrower and the other Credit Parties has the corporate or other organizational full power and authority, authority and the legal right, right to make, deliver and perform, in perform the case of each Borrower, this Amendment and, in the case of each Guarantor, the Acknowledgment Credit Documents to which it is party and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereofby it of the Credit Documents to which it is party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority (except for filings under the Securities Exchange Act of 1934) or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, delivery or performance of any Credit Document by the Borrower or the other Credit Parties (other than those which have been obtained) or with the validity or enforceability of this Amendment, any Credit Document against the Borrower or the other Credit Parties (except for consents, authorizations, notices and such filings as are necessary in connection with the perfection of the Liens created by such Credit Documents). Each Credit Document to which the failure to obtain or make would not reasonably be expected to have it is a Material Adverse Effect. This Amendment party has been duly executed and delivered by each on behalf of the Borrower and or the Acknowledgment has been duly executed and delivered by each Guarantorother Credit Parties, as the case may be. This Amendment Each Credit Document to which it is a party constitutes a legal, valid and binding obligation of each the Borrower hereto and or the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legalCredit Parties, valid and binding obligation of such Loan Partyas the case may be, enforceable against the Borrower or such Loan Party other Credit Party, as the case may be, in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Such Borrower has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in perform the case of each Borrower, this Amendment and, in the case of each Guarantor, the Acknowledgment Loan Documents to which it is a party and each such Loan Party to borrow hereunder. Such Borrower has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereofof the Loan Documents to which it is a party and to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder or the execution, delivery, performance, validity or enforceability of this AmendmentAgreement or any of the other Loan Documents, except for (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, and (ii) consents, authorizations, filings which the failure to obtain or make would notices which, if not obtained, could not reasonably be expected to have a Material Adverse Effect. This Amendment Agreement has been duly executed and delivered by each Borrower and the Acknowledgment has been duly executed and delivered by each Guarantor. This Amendment constitutes a legalbeen, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been upon execution will be, duly executed and delivered constitutes on behalf of each Borrower. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of such Loan PartyBorrower, enforceable against such Loan Party Borrower in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in perform the case of each Borrower, this Amendment Loan Documents to which it is a party and, in the case of each Guarantorthe Borrower, the Acknowledgment to borrow hereunder and each such Loan Party has taken all corporate action necessary corporate or other organizational action to be taken by it to authorize the execution, delivery and performance thereofof the Loan Documents to which it is a party and in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement, the Applications and the Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be made or obtained by the Borrower or made by or on behalf of any other Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Amendment, Agreement or any other Loan Documents except for consents, authorizations, notices (a) consents and filings which will have been obtained or made and will be in full force and effect on the failure to obtain Closing Date and (b) such consents and filings which, individually or make would in the aggregate, if not obtained, could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the performance, validity or enforceability of this Agreement or any other Loan Document. This Amendment Agreement has been been, and, as of the Closing Date, each other Loan Document will be, duly executed and delivered by on behalf of each Borrower Loan Party thereto. This Agreement constitutes, and the Acknowledgment has been duly each other Loan Document when executed and delivered by each Guarantor. This Amendment constitutes will constitute, a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Partythereto, enforceable against such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in the case of each Holdings and the Parent Borrower, this Fourth Amendment and, in the case of each Guarantor, the Acknowledgment and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereof. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability of this AmendmentFourth Amendment or the Acknowledgment, except for consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Fourth Amendment has been duly executed and delivered by each the Parent Borrower and the Acknowledgment has been duly executed and delivered by on behalf of each Guarantor. This Fourth Amendment constitutes a legal, valid and binding obligation of each the Parent Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in the case of each Holding and the Parent Borrower, this Amendment Waiver and, in the case of each Guarantor, the Acknowledgment and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereof. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability of this AmendmentWaiver or the Acknowledgment, except for consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Amendment Waiver has been duly executed and delivered by each the Parent Borrower and the Acknowledgment has been duly executed and delivered by on behalf of each Guarantor. This Amendment Waiver constitutes a legal, valid and binding obligation of each the Parent Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties The Company and each other Credit Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and performperform the Credit Documents to which it is a party and, in the case of each Borrower, this Amendment and, in the case of each Guarantor, the Acknowledgment to borrow hereunder and each such Loan Party has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and any Notes or other organizational action Applications and to authorize the execution, delivery and performance thereofof the Credit Documents to which it is a party. No Except to the extent described on Schedule 8.4, no consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Amendment, except for consents, authorizations, notices and filings the Credit Documents to which the failure Company and each other Credit Party is a party. Subject to obtain or make would not reasonably be expected the requirements listed on Schedule 8.4, this Agreement has been, and each other Credit Document to have which it is a Material Adverse Effect. This Amendment has been party will be, duly executed and delivered by on behalf of the Company and each Borrower other Credit Party. This Agreement constitutes, and the Acknowledgment has been duly each other Credit Document to which it is a party when executed and delivered by each Guarantor. This Amendment constitutes will constitute, a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment Company and each other Loan Document to which any Loan Credit Party is a party which has been executed enforceable against the Company and delivered constitutes a legal, valid and binding obligation of such Loan each other Credit Party, enforceable against such Loan Party as the case may be, in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in perform the case of each Borrower, this Amendment Loan Documents to which it is a party and, in the case of each Guarantorthe Borrower, the Acknowledgment to borrow hereunder, to have Letters of Credit issued for its account hereunder, and each such to have Acceptances created for its account hereunder. Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereofof the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement, the issuance of Letters of Credit for its account hereunder and the creation of Acceptances for its account hereunder. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this AmendmentAgreement or any of the Loan Documents, except for (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings which the failure referred to obtain or make would not reasonably be expected to have a Material Adverse Effectin Section 4.19. This Amendment Each Loan Document has been duly executed and delivered by on behalf of each Borrower and the Acknowledgment has been duly executed and delivered by each GuarantorLoan Party party thereto. This Amendment constitutes Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Partythereto, enforceable against each such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties The Borrower Representative has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in perform this Increase Supplement and the case of each Borrower, this Amendment and, in the case of each Guarantor, the Acknowledgment and each such Loan Party Borrower Representative has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereof. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party the Borrower Representative in connection with the execution, delivery, performance, validity or enforceability of this AmendmentIncrease Supplement, except for consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Amendment Increase Supplement has been duly executed and delivered by each the Borrower and the Acknowledgment has been duly executed and delivered by each GuarantorRepresentative. This Amendment Increase Supplement constitutes a legal, valid and binding obligation of each the Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party Representative which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Partythe Borrower Representative, enforceable against such Loan Party the Borrower Representative in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in the case of each Holdings and the Parent Borrower, this Third Amendment and, in the case of each Guarantor, the Acknowledgment and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereof. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability of this AmendmentThird Amendment or the Acknowledgment, except for consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Third Amendment has been duly executed and delivered by each the Parent Borrower and the Acknowledgment has been duly executed and delivered by on behalf of each Guarantor. This Third Amendment constitutes a legal, valid and binding obligation of each the Parent Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Such ------------------------------------------------------- Obligor has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in perform the case of each Borrower, this Amendment and, in the case of each Guarantor, the Acknowledgment Credit Documents to which it is a party and each such Loan Party to borrow hereunder and has taken all necessary corporate or other organizational action to authorize the borrowings on the terms and conditions of this Agreement and to authorize the execution, delivery and performance thereofof the Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained for the borrowings by such Obligor hereunder or made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability by such Obligor of this Amendmentthe Credit Documents to which such Obligor is a party, except for consents, authorizations, notices such as have been obtained or will be obtained as and filings which when required or if the failure to obtain such consent or make take such other action would not reasonably be expected to have a Material Adverse EffectEffect on such Obligor. This Amendment Agreement has been been, and each other Credit Document to which it is a party will be, duly executed and delivered by on behalf of such Obligor. This Agreement constitutes, and each Borrower and the Acknowledgment has been duly other Credit Document to which it is a party when executed and delivered by each Guarantor. This Amendment constitutes a legalwill constitute, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Party, Obligor enforceable against such Loan Party Obligor in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Such Obligor has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in perform the case of each Borrower, this Amendment and, in the case of each Guarantor, the Acknowledgment Credit Documents to which it is a party and each such Loan Party to borrow hereunder and has taken all necessary corporate or other organizational action to authorize the borrowings on the terms and conditions of this Agreement and to authorize the execution, delivery and performance thereofof the Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained for the borrowings by such Obligor hereunder or made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability by such Obligor of this Amendmentthe Credit Documents to which such Obligor is a party, except for consents, authorizations, notices such as have been obtained or will be obtained as and filings which when required or if the failure to obtain such consent or make take such other action would not reasonably be expected to have a Material Adverse EffectEffect on such Obligor. This Amendment Agreement has been been, and each other Credit Document to which it is a party will be, duly executed and delivered by on behalf of such Obligor. This Agreement constitutes, and each Borrower and the Acknowledgment has been duly other Credit Document to which it is a party when executed and delivered by each Guarantor. This Amendment constitutes a legalwill constitute, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Party, Obligor enforceable against such Loan Party Obligor in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other organizational power and authority, and the legal right, authority to make, deliver and perform, in perform the case of each Borrower, this Amendment Loan Documents to which it is a party and, in the case of each Guarantorthe Borrower, the Acknowledgment to borrow hereunder and each such Loan Party has taken all corporate action necessary corporate or other organizational action to be taken by it to authorize the execution, delivery and performance thereofof the Loan Documents to which it is a party and in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement, the Applications and the other Loan Documents. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be made or obtained by the Borrower or made by or on behalf of any other Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Amendment, Agreement or any other Loan Documents except for consents, authorizations, notices (a) consents and filings which will have been obtained or made and will be in full force and effect on the failure to obtain Closing Date and (b) such consents and filings which, individually or make would in the aggregate, if not obtained, could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the performance, validity or enforceability of this Agreement or any other Loan Document. This Amendment Agreement has been been, and, as of the Closing Date, each other Loan Document will be, duly executed and delivered by on behalf of each Borrower Loan Party thereto. This Agreement constitutes, and the Acknowledgment has been duly each other Loan Document when executed and delivered by each Guarantor. This Amendment constitutes will constitute, a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Partythereto, enforceable against such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Credit Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and performperform the Loan Documents to which it is a party. HCC has the corporate power and authority, in and the case legal right, to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of each Borrower, this Amendment and, in the case of each GuarantorAgreement, the Acknowledgment Notes and each such Loan the Applications. Each Credit Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereofof the Loan Documents to which it is a party. No consent or authorization of, filing with, notice to 37 32 with or other similar act by or in respect of, any Governmental Authority or any other Person (other than consents or authorizations the failure to obtain would not, in the aggregate, reasonably be expected to have a Material Adverse Effect) is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this AmendmentAgreement, except for consentsthe Notes, authorizations, notices and filings which the failure to obtain Applications or make would not reasonably be expected to have a Material Adverse Effectany of the other Loan Documents. This Amendment Agreement has been been, and each Note, each Application and each other Loan Document will be, duly executed and delivered by on behalf of the Credit Parties party thereto. This Agreement constitutes, and each Borrower Note, each Application and the Acknowledgment has been duly each other Loan Document when executed and delivered by each Guarantor. This Amendment constitutes will constitute, a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a Credit Parties party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Party, thereto enforceable against such Loan Party Credit Parties in accordance with its their respective terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party and each Designated Account Party has the corporate or other organizational will have all necessary power and authority, and the legal right, to make, deliver and performperform each Loan Document to which it is or will be a party, in and to consummate the case of each Borrower, this Amendment and, in the case of each Guarantor, the Acknowledgment and each such Loan Party transactions contemplated thereby. The Borrower has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Agreement, the Notes and the other Loan Documents to which it is a party, and each other Loan Party and Designated Account Party has taken (or will have taken prior to the execution thereof) all necessary corporate actions to authorize the execution, delivery and performance of each Loan Document to which it is or will be a party. No consent or authorization of, filing with, notice to with or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder, the issuance of the Letters of Credit or the execution, delivery, performance, validity or enforceability of this AmendmentAgreement, except for consents, authorizations, notices and filings which the failure to obtain Notes or make would not reasonably be expected to have a Material Adverse Effectthe other Loan Documents. This Amendment has been Agreement and the Amended and Restated Subsdiary Guaranty have been, and each Note and each Letter of Credit Agreement will be, duly executed and delivered by on behalf of each Borrower Loan Party which is a party thereto. This Agreement and the Acknowledgment has been duly Amended and Restated Subsdiary Guaranty constitutes, and each Note and each Letter of Credit Agreement when executed and delivered by each Guarantor. This Amendment constitutes will constitute, a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party which is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Partythereto, enforceable against such Loan Party them in accordance with its their respective terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

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

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in the case of each Holdings and the Parent Borrower, this Second Amendment and, in the case of each Guarantor, the Acknowledgment and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereof. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability of this AmendmentSecond Amendment or the Acknowledgment, except for consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Second Amendment has been duly executed and delivered by each the Parent Borrower and the Acknowledgment has been duly executed and delivered by on behalf of each Guarantor. This Second Amendment constitutes a legal, valid and binding obligation of each the Parent Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Borrower and the Guarantor has the corporate or other organizational power and authority, and the legal right, to make, deliver and performperform the Loan Documents to which it is a party, in the case of each Borrower, this Amendment and, in the case of each Guarantor, the Acknowledgment to borrow hereunder and each such Loan Party has taken all necessary corporate or other organizational action to authorize the borrowings on the terms and conditions of this Agreement and the Notes and to authorize the execution, delivery and performance thereofof the Loan Documents to which it is a party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowing hereunder or with the execution, delivery, performance, validity or enforceability of this Amendment, the Loan Documents (except for consentsthe consent of the Required Lenders under (and as defined in) the Amended and Restated Credit Agreement, authorizationsdated as of April 3, notices 1998, as amended, among Safety-Kleen Services, Inc., Safety-Kleen (Canada) Ltd., the lenders parties thereto, Toronto Dominion (Texas), Inc., as general administrative agent, and filings others, which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effectconsent has been obtained and is in full force and effect). This Amendment Agreement has been been, and each other Loan Document to which it is a party will be, duly executed and delivered by on behalf of each Borrower of Guarantor and the Acknowledgment has been duly Borrower. This Agreement constitutes, and each other Loan Document to which it is a party, when executed and delivered by each Guarantor. This Amendment constitutes will constitute, a legal, valid and binding obligation of each the Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan PartyGuarantor, enforceable against such Loan Party Borrower and Guarantor in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other organizational power and authority, and the legal right, authority to make, deliver and perform, in perform the case of each Borrower, this Amendment Loan Documents to which it is a party and, in the case of each Guarantorthe Borrower, the Acknowledgment to borrow hereunder and each such Loan Party has taken all corporate action necessary corporate or other organizational action to be taken by it to authorize the execution, delivery and performance thereofof the Loan Documents to which it is a party and in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement, the Applications and the other Loan Documents. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be made or obtained by the Borrower or made by or on behalf of any other Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Amendment, Agreement or any other Loan Documents except for consents, authorizations, notices (a) consents and filings which will have been obtained or made and will be in full force and effect on the failure to obtain Closing Date and (b) such consents and filings which, individually or make would in the aggregate, if not obtained, could not reasonably be expected to have a Material Adverse Effect. This Amendment Agreement has been been, and, as of the Closing Date, each other Loan Document will be, duly executed and delivered by on behalf of each Borrower Loan Party thereto. This Agreement constitutes, and the Acknowledgment has been duly each other Loan Document when executed and delivered by each Guarantor. This Amendment constitutes will constitute, a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Partythereto, enforceable against such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties The Borrower has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in perform the case of each Borrower, this Amendment and, in the case of each Guarantor, the Acknowledgment Loan Documents to which it is a party and each such Loan Party to borrow hereunder. The Borrower has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereofof the Loan Documents to which it is a party and to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder or the execution, delivery, performance, validity or enforceability of this AmendmentAgreement or any of the other Loan Documents, except for (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, and (ii) consents, authorizations, filings which the failure to obtain or make would notices which, if not obtained, could not reasonably be expected to have a Material Adverse Effect. This Amendment Agreement has been been, and each other Loan Document upon execution will be, duly executed and delivered by each Borrower and on behalf of the Acknowledgment has been duly executed and delivered by each GuarantorBorrower. This Amendment constitutes Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan PartyBorrower, enforceable against such Loan Party the Borrower in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties The Borrower has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in perform the case of each Borrower, this Amendment and, in the case of each Guarantor, the Acknowledgment Loan Documents to which it is a party and each such Loan Party to borrow hereunder and has taken all necessary corporate or other organizational action to authorize the borrowings on the terms and conditions of the Loan Documents to which it is a party and to authorize the execution, delivery and performance thereofof the Loan Documents to which it is a party. No Except as set forth on Schedule 4.4, no consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Amendment, except for consents, authorizations, notices the Loan Documents to which the Borrower is a party other than actions and filings which relating to the failure to obtain or make would not reasonably be expected to have a Material Adverse Effectrelease of existing Liens and the perfection of the Liens created by the Security Documents. This Amendment Agreement has been been, and each other Loan Document to which it is a party will be, duly executed and delivered by on behalf of the Borrower. This Agreement constitutes, and each Borrower and the Acknowledgment has been duly other Loan Document to which it is a party when executed and delivered by each Guarantor. This Amendment constitutes will constitute, a legal, valid and binding obligation of each the Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party the Borrower in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Such ------------------------------------------------------- Obligor has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, perform the Credit Documents to which it is a party and to borrow hereunder (in the case of each Borrower, this Amendment and, in the case of each Guarantor, the Acknowledgment ) and each such Loan Party has taken all necessary corporate or other organizational action to authorize the borrowings on the terms and conditions of this Agreement and to authorize the execution, delivery and performance thereofof the Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained for the borrowings by such Obligor hereunder or made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability by such Obligor of this Amendmentthe Credit Documents to which such Obligor is a party, except for consents, authorizations, notices such as have been obtained or will be obtained as and filings which when required or if the failure to obtain such consent or make take such other action would not reasonably be expected to have a Material Adverse EffectEffect on such Obligor. This Amendment Agreement has been been, and each other Credit Document to which it is a party will be, duly executed and delivered by on behalf of such Obligor. This Agreement constitutes, and each Borrower and the Acknowledgment has been duly other Credit Document to which it is a party when executed and delivered by each Guarantor. This Amendment constitutes a legalwill constitute, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Party, Obligor enforceable against such Loan Party Obligor in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Borrower and the other Credit Parties has the requisite corporate or other organizational company power and authority, authority and the legal right, right to make, deliver and perform, in perform the case of each Borrower, this Amendment and, in the case of each Guarantor, the Acknowledgment Credit Documents to which it is party and each such Loan Party has taken all necessary limited liability company or corporate or other organizational action to authorize the execution, delivery and performance thereofby it of the Credit Documents to which it is party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, delivery or performance of any Credit Document by the Borrower and the other Credit Parties (other than those which have been obtained) or with the validity or enforceability of this Amendment, any Credit Document against the Borrower and the other Credit Parties (except for consents, authorizations, notices and such filings as are necessary in connection with the perfection of the Liens created by such Credit Documents). Each Credit Document to which the failure to obtain or make would not reasonably be expected to have it is a Material Adverse Effect. This Amendment party has been duly executed and delivered by on behalf of each of the Borrower and the Acknowledgment has been duly executed and delivered by each Guarantorother Credit Parties, as the case may be. This Amendment Each Credit Document to which it is a party constitutes a legal, valid and binding obligation of each of the Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legalCredit Parties, valid and binding obligation of such Loan Partyas the case may be, enforceable against such Loan Party each of the Borrower and Credit Parties, as the case may be, in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in the case of each Holdings and the Parent Borrower, this First Amendment and, in the case of each Guarantor, the Acknowledgment and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereof. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability of this AmendmentFirst Amendment or the Acknowledgment, except for consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This First Amendment has been duly executed and delivered by each the Parent Borrower and the Acknowledgment has been duly executed and delivered by on behalf of each Guarantor. This First Amendment constitutes a legal, valid and binding obligation of each the Parent Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties The Company and each other Credit Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and performperform the Credit Documents to which it is a party and, in the case of each Borrower, this Amendment and, in the case of each Guarantor, the Acknowledgment to borrow hereunder and each such Loan Party has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and any Notes or other organizational action Applications and to authorize the execution, delivery and performance thereofof the Credit Documents to which it is a party. No Except to the extent described on Schedule 11.5, no consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Amendment, except for consents, authorizations, notices and filings the Credit Documents to which the failure Company and each other Credit Party is a party. Subject to obtain or make would not reasonably be expected the requirements listed on Schedule 11.5, this Agreement has been, and each other Credit Document to have which it is a Material Adverse Effect. This Amendment has been party will be, duly executed and delivered by on behalf of the Company and each Borrower other Credit Party. This Agreement constitutes, and the Acknowledgment has been duly each other Credit Document to which it is a party when executed and delivered by each Guarantor. This Amendment constitutes will constitute, a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment Company and each other Loan Document to which any Loan Credit Party is a party which has been executed enforceable against the Company and delivered constitutes a legal, valid and binding obligation of such Loan each other Credit Party, enforceable against such Loan Party as the case may be, in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in perform the case of each Borrower, this Amendment Loan Documents to which it is a party and, in the case of each Guarantorthe Company, the Acknowledgment and each such to borrow hereunder. Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereofof the Loan Documents to which it is a party and, in the case of the Company, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the Spin-Off, the borrowings hereunder or the execution, delivery, performance, validity or enforceability of this AmendmentAgreement or any of the other Loan Documents, except for consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and filings which notices have been obtained or made and are in full force and effect, except to the extent that the failure to obtain or make would do so could not reasonably be expected to have a Material Adverse Effect. This Amendment Each Loan Document has been, or will have been as of the Spin-Off Date, duly executed and delivered by on behalf of each Borrower and the Acknowledgment has been duly executed and delivered by each GuarantorLoan Party that is a party thereto. This Amendment constitutes Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party that is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Partythereto, enforceable against each such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties Credit Party has the corporate or other organizational will have all necessary power and authority, and the legal right, to make, deliver and performperform each Loan Document to which it is or will be a party, in and to consummate the case of each Borrower, this Amendment and, in the case of each Guarantor, the Acknowledgment and each such Loan Party transactions contemplated thereby. The Borrower has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Agreement, the Notes and the other Loan Documents to which it is a party, and each other Credit Party has taken (or will have taken prior to the execution thereof) all necessary corporate actions to authorize the execution, delivery and performance of each Loan Document to which it is or will be a party. No consent or authorization of, filing with, notice to with or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder, the issuance of the Letters of Credit or the execution, delivery, performance, validity or enforceability of this AmendmentAgreement, except for consents, authorizations, notices and filings which the failure to obtain Notes or make would not reasonably be expected to have a Material Adverse Effectthe other Loan Documents. This Amendment Agreement has been been, and each Note, Letter of Credit Agreement and other Loan Document will be, duly executed and delivered by on behalf of each Borrower Credit Party which is a party thereto. This Agreement, and the Acknowledgment has been duly each Note, each Letter of Credit Agreement and other Loan Document when executed and delivered by each Guarantor. This Amendment constitutes will constitute, a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to Credit Party which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Partythereto, enforceable against such Loan Party them in accordance with its their respective terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Borrower and the other Credit Parties has the corporate or other organizational full power and authority, authority and the legal right, right to make, deliver and perform, in perform the case of each Borrower, this Amendment and, in the case of each Guarantor, the Acknowledgment Credit Documents to which it is party and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereofby it of the Credit Documents to which it is party. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, delivery or performance of any Credit Document by the Borrower or the other Credit Parties (other than those which have been obtained) or with the validity or enforceability of this Amendment, any Credit Document against the Borrower or the other Credit Parties (except for consents, authorizations, notices and such filings as are necessary in connection with the perfection of the Liens created by such Credit Documents). Each Credit Document to which the failure to obtain or make would not reasonably be expected to have it is a Material Adverse Effect. This Amendment party has been duly executed and delivered by each on behalf of the Borrower and or the Acknowledgment has been duly executed and delivered by each Guarantorother Credit Parties, as the case may be. This Amendment Each Credit Document to which it is a party constitutes a legal, valid and binding obligation of each the Borrower hereto and or the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legalCredit Parties, valid and binding obligation of such Loan Partyas the case may be, enforceable against the Borrower or such Loan Party other Credit Party, as the case may be, in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium 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).