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

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party of this Agreement and the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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: (i) are within such Person’s powers; (ii) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member action; (iii) do not contravene any provision of such Person’s articles or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicable; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Person; and (vii) 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. On or prior to the Effective Date, each of the Related Documents shall have been duly executed and delivered by each Transaction Party that is a party thereto and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powerspower; (iib) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member or limited partnership action; (iiic) do not contravene any provision of such Person’s articles charter, bylaws or certificate of incorporation, certificate of formation, by-laws partnership or operating agreement, agreement as applicable; (ivd) 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; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those referred to in Section 3.01(b2.1(c), all of which will have been duly obtained, made or complied with prior to the Effective DateClosing 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. On or prior to the Effective Date, each Each of the Related Loan Documents shall have been be duly executed and delivered by each Transaction Credit Party that is a party thereto and on the Closing Date each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting creditors rights generally or by general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powerspower; (iib) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member or limited partnership action; (iiic) do not contravene any provision of such Person’s articles charter, bylaws or certificate of incorporation, certificate of formation, by-laws partnership or operating agreement, agreement as applicable; (ivd) do not violate any applicable law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson 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 (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b2.1(c), all of which will have been duly obtained, made or complied with prior to or on the Effective DateDate unless otherwise agreed to by Agent in writing. On or prior to As of the Effective Date, each of the Related Loan Documents shall have been be duly executed and delivered by each Transaction Credit Party that is a party thereto and on the Closing Date each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy laws or similar laws affecting creditors’ rights in general.

Corporate Power; Authorization; Enforceable Obligations. The Upon the entry by the Bankruptcy Court of the Orders, the execution, delivery and performance by each Transaction Party Borrower of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powerspower; (iib) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member or limited partnership action; (iiic) do not contravene any provision of such Person’s articles charter, bylaws or certificate of incorporation, certificate of formation, by-laws partnership or operating agreement, agreement as applicable; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of the Administrative Agent for the benefit of the Lenders, pursuant to the Loan Documents and the Orders; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those referred to in Section 3.01(b2.1(d), all of which will have been duly obtained, made or complied with prior to the Effective Date. On Closing Date and (ii) any consents, notices or prior approvals pursuant to the Effective DateFederal Assignment of Claims Act of 1940 or any applicable state, each 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 Related Loan Documents shall have been be duly executed and delivered by each Transaction Party that is a party thereto Borrower and on the Closing Date each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Borrower enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by Superior and each Transaction Party Originator of this Agreement and the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein and therein and, solely with respect to clause (vii) below, the exercise by Buyer, any Lender or its assigns the Administrative Agent of any of its rights and remedies under any Related Document to which it is a party: (i) are within such Person’s powers's corporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iii) do not contravene any provision of such Person’s 's articles or certificate of incorporation, certificate of formation, by-laws incorporation or operating agreement, as applicablebylaws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Person; and (vii) 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. On or prior to the Effective Date, each of the Related Documents shall have been duly executed and delivered by Superior and each Transaction Party Originator that is a party thereto and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of Superior and such Transaction PartyOriginator, as the case may be, enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party the Servicer of this Agreement and the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein and therein and, solely with respect to clause (vii) below, the exercise by Buyereach of the Borrower, the Lenders or its assigns the Administrative Agent of any of its rights and remedies under any Related Document to which it is a party: party (i) are within such Person’s powersthe Servicer's corporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iii) do not contravene any provision of such Person’s the Servicer's certificate or articles of incorporation or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental AuthorityAuthority applicable to Servicer; (v) 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; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Personthe Servicer; and (vii) 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 DateClosing Date as provided in Section 3.01(b). On or prior to the Effective Date, each of the Related Documents to which the Servicer is a party shall have been duly executed and delivered by each Transaction Party that is a party thereto the Servicer and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, the Servicer enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party such Seller of this Agreement and the other Related Transaction Documents to which it is a party and the creation and perfection of all Transfers Sales and Liens provided for herein 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 Transaction Document to which it is a party: (i) are within such PersonSeller’s powerscorporate, limited liability or limited partnership power, as applicable; (ii) have been duly authorized by all necessary or proper corporate, limited liability company or limited partnership action, as applicable, and shareholder and/or member all shareholder, member, or general partnership action, as applicable; (iii) do not contravene any provision of any of such PersonSeller’s articles or certificate of incorporation, certificate of incorporation or formation, limited liability company agreement, limited partnership agreement or by-laws or operating agreementlaws, as applicable; (iv) 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; (v) 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; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such PersonSeller; and (vii) 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. On on or prior to the Effective DateDate and those consents or approvals, each 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 Related Transaction Documents shall have to which such Seller is a party has been duly executed and delivered by each Transaction Party that is a party thereto such Seller and on the Closing Date each such Related Transaction Document shall then constitute constitutes a legal, valid and binding obligation of such Transaction PartySeller, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party the Servicer of this Agreement and the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein and therein and, solely with respect to clause CLAUSE (viiVII) below, the exercise by Buyereach of the Seller, the Purchasers or its assigns the Administrative Agent of any of its rights and remedies under any Related Document to which it is a party: (i) are within such Person’s powersthe Servicer's corporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iii) do not contravene any provision of such Person’s articles the Servicer's charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Personthe Servicer; and (vii) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(bSECTION 3.01(B), all of which will have been duly obtained, made or complied with prior to the Effective Closing Date. On or prior to the Effective Closing Date, each of the Related Documents to which the Servicer is a party shall have been duly executed and delivered by each Transaction Party that is a party thereto the Servicer and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, the Servicer enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights and by general principles of equity.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Credit Party and Parent of this Agreement and Agreement, the other Related Transaction Documents to which it each is a party and all instruments and documents to be delivered by each Credit Party and Parent, and the creation and perfection consummation of all Transfers and Liens provided for herein and therein and, solely with respect to clause (vii) below, the exercise other transactions contemplated by Buyer, or its assigns of any of its rights and remedies under any Related Document to which it is a partythe foregoing: (i) are within such Person’s powers's corporate power and authority; (ii) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member corporate action; (iii) do are not contravene in contravention of any provision of such Person’s articles or 's certificate of incorporation, certificate of formation, incorporation or by-laws or operating agreement, as applicablelaws; (iv) do will not violate any law or regulation, or any order or decree of any court or Governmental Authoritygovernmental instrumentality applicable to such Person; (v) 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 boundMaterial Contract; (vi) do will not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson or any of its Subsidiaries other than Permitted Liens and the Lien granted pursuant to this Agreement; and (vii) do not require the consent or approval of of, or any filing with, any Governmental Authority or any other Person, Person (except those referred to in Section 3.01(b), all of which will have been duly obtained, the extent previously obtained or made or complied those required to perfect the Purchasers' security interest, such as filing of financing statements and/or mortgages with prior to the Effective Dateappropriate Governmental Authorities). On or prior to the Effective Closing Date, each of this Agreement and the Related other Transaction Documents shall have been duly executed and delivered by each Transaction Credit Party that is a and Parent party thereto and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction PartyPerson, enforceable against it in accordance with its terms., subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity,

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 Transaction Party Borrower of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powerspower; (iib) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member or limited partnership action; (iiic) do not contravene any provision of such Person’s articles charter, bylaws or certificate of incorporation, certificate of formation, by-laws partnership or operating agreement, agreement as applicable; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of the Administrative Agent for the benefit of the Lenders, pursuant to the Loan Documents and the Final DIP Order; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those referred to in Section 3.01(b2.1(e), all of which will have been duly obtained, made or complied with prior to the Effective Date. On Date and (ii) any consents, notices or prior approvals pursuant to the Effective DateFederal Assignment of Claims Act of 1940 or any applicable state, each 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 Related Loan Documents shall have been be duly executed and delivered by each Transaction Party that is a party thereto Borrower and on the Closing Date each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Borrower enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powerspower; (iib) have been duly authorized by all necessary corporate or proper corporate, limited liability company and shareholder and/or member action; (iiic) do not contravene any provision of such Person’s articles or certificate of incorporationcharter, certificate of formation, by-laws bylaws or operating agreement, agreement as applicable; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental AuthorityAuthority applicable to such Person; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Lender pursuant to the Loan Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b2.1(b), all of which will have been duly obtained, made or complied with prior to the Effective Closing Date. On or prior to the Effective Date, each Each of the Related Loan Documents shall have has been duly executed and delivered by each Transaction Credit Party that is a party thereto and on the Closing Date each such Related Loan Document shall then constitute constitutes a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating or affecting creditors’ rights (whether 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 Transaction Party of this Agreement and the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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: (i) are within such Person’s powers; (ii) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member actionactions; (iii) do not contravene any provision of such Person’s articles or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicableorganizational documents; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Person; and (vii) 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. On or prior to the Effective Date, each of the Related Documents shall have been duly executed and delivered by each Transaction Party that is a party thereto and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, enforceable against it in accordance with its termsterms except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in proceeding in equity or law).

Corporate Power; Authorization; Enforceable Obligations. The ------------------------------------------------------- execution, delivery and performance by each Transaction Party of the CGS Originator and the Parent Guarantor of this Agreement and the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein and therein and, solely with respect to clause (vii) below, the exercise by BuyerGFC, the Purchaser, the ------------ Operating Agent or its assigns the Collateral Agent of any of its rights and remedies under any Related Document to which it is a party: (i) are within such Person’s powers's corporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iii) do not contravene any provision of such Person’s articles 's charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Person; and (vii) 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 Closing Date. On or prior to the Effective Closing Date, each of the Related Documents shall have been duly executed and delivered by each Transaction Party of the CGS Originator and the Parent Guarantor that is a party thereto and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Partythe CGS Originator and the Parent Guarantor, as applicable, enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powers's corporate power; (iib) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iiic) do not contravene any provision of such Person’s articles 's charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b2.1(c), all of which will have been duly obtained, made or complied with prior to the Effective Closing Date. On or prior to the Effective Closing Date, each of the Related Loan Documents shall have been duly executed and delivered by each Transaction Credit Party that is a party thereto and on the Closing Date each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditor's rights and except to the extent that the availability of the remedy of specific performance or injunctive relief is 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 Transaction Party the Servicer of this Agreement and the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein and therein and, solely with respect to clause (vii) below, the exercise by Buyereach of the Borrower, the Lenders or its assigns the Administrative Agent of any of its rights and remedies under any Related Document to which it is a party: party (i) are within such Person’s powersthe Servicer's corporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iii) do not contravene any provision of such Person’s articles the Servicer's charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Personthe Servicer; and (vii) 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 DateClosing Date as provided in Section 3.01(b). On or prior to the Effective Date, --------------- each of the Related Documents to which the Servicer is a party shall have been duly executed and delivered by each Transaction Party that is a party thereto the Servicer and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, the Servicer enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party Originator of this Agreement and the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein and therein and, solely with respect to clause (vii) below, the exercise by BuyerCRLLC, the Purchaser, the Operating Agent or its assigns the Collateral Agent of any of its rights and remedies under any Related Document to which it is a party: (i) are i)are within such Person’s powers's corporate or other power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member corporate or other action; (iii) do not contravene any provision of such Person’s articles or certificate of incorporation's charter, certificate of formation, by-laws bylaws or operating agreement, agreement (as applicablethe case may be); (iv) do iv)do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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; (vi) do vi)do not result in the creation or imposition of any Adverse Claim upon any of the property of such Person; and (vii) do vii)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 Closing Date. On or prior to the Effective Closing Date, each of the Related Documents shall have been duly executed and delivered by each Transaction Party Originator that is a party thereto and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Originator enforceable against it in accordance with its terms.. (d)

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powerspower; (iib) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member or limited partnership action; (iiic) do not contravene any provision of such Person’s articles charter, bylaws or certificate of incorporation, certificate of formation, by-laws partnership or operating agreement, agreement as applicable; (ivd) do not violate any applicable law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of SCIL Agent, on behalf of itself and SCIL Lenders, or the counterparty to any Specified Hedging Agreement pursuant to the Loan Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b2.1(c), all of which will have been duly obtained, made or complied with prior to or on the Effective DateClosing Date unless otherwise agreed to by SCIL Agent in writing. On or prior to As of the Effective Closing Date, each of the Related Loan Documents shall have been be duly executed and delivered by each Transaction Credit Party that is a party thereto and on the Closing Date each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy laws or similar laws affecting creditors’ rights in general.

Corporate Power; Authorization; Enforceable Obligations. The executionEach Loan Party has the corporate, delivery company or partnership power and performance by each Transaction Party of this Agreement authority, and the other Related legal right, to make, deliver and perform the Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein and therein and, solely with respect in the case of each Borrower, to clause (vii) belowborrow hereunder. Each Loan Party has taken all necessary corporate, company or partnership or other action to authorize the exercise by Buyerexecution, or its assigns delivery and performance of any of its rights and remedies under any Related Document the Loan Documents to which it is a party: (i) are within such Person’s powers; (ii) have been duly authorized by all necessary or proper corporateparty and, limited liability company and shareholder and/or member action; (iii) do not contravene any provision of such Person’s articles or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicable; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) do not conflict with or result in the breach case of each Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or termination authorization of, constitute a default under filing with, notice to or accelerate other act by or permit the acceleration of any performance required byin respect of, 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; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Person; and (vii) do not require the consent or approval of any Governmental 77 Authority or any other PersonPerson is required in connection with the Transactions, the borrowings hereunder or the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except those (i) such consents, authorizations, filings and notices as shall have been obtained or made and are in full force and effect, (ii) routine filings to be made after the Restatement Effective Date in the ordinary course of business (e.g., good standing filings), (iii) the filings referred to in Section 3.01(b), all of which will have been duly obtained, made or complied with prior to the Effective Date3.19. On or prior to the Effective Date, each of the Related Documents shall have Each Loan Document has been duly executed and delivered by on behalf of each Transaction Loan Party that is a party thereto and on (iv) in the Closing Date case of a UK Relevant Entity, any registrations that may be required under Section 860 Companies Act 2006 (which registrations shall be carried out by the Administrative Agent or its counsel). This Agreement constitutes, and each such Related other Loan Document shall then constitute upon execution will constitute, a legal, valid and binding obligation of such Transaction Partyeach Loan Party that is a party thereto, enforceable against it each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, ------------------------------------------------------- delivery and performance by each Transaction Loan Party of this Agreement the Loan Documents and all other instruments and documents to be delivered by such Loan Party hereunder and thereunder to the other Related Documents to which extent it is a party thereto and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (i) are within such Person’s powersLoan Party's corporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iii) do are not contravene in contravention of any provision of such Person’s Loan Party's certificates or articles of incorporation or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicableother organizational documents; (iv) do will not violate any law or regulation, or any order or decree of any court or Governmental Authoritygovernmental instrumentality; (v) 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 any Loan Party is a party or by which such Person any Loan Party or any of its property is bound; (vi) do will not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such Personany Loan Party other than those in favor of the Lender, all pursuant to the Loan Documents; and (vii) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b2.1(c), all of which will have been -------------- duly obtained, made or complied with prior to the Effective DateClosing Date and which are in full force and effect. On At or prior to the Effective Closing Date, each of the Related Loan Documents shall have been duly executed and delivered by for the benefit of or on behalf of each Transaction Loan Party that which is a party thereto and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction PartyLoan Party to the extent it is a party thereto, enforceable against it such Loan Party in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by Parent Guarantor and each Transaction Party Originator of this Agreement and the 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 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 partytherein: (i) are within such Person’s powers's power; (ii) have been duly authorized by all necessary or proper action (corporate, limited liability company and shareholder and/or member actionor otherwise); (iii) do not contravene any provision of such Person’s articles or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicable's Charter Documents; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Person; and (vii) 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 DateClosing Date as provided Section 3.01(b). 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 Effective Closing Date, each of the Related Documents shall have been duly executed and delivered by Parent Guarantor and each Transaction Party Originator that is a party thereto and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Person enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights and by general principles of equity.

Corporate Power; Authorization; Enforceable Obligations. The execution, execution and delivery and performance by each Transaction Party of this Financing Agreement by such Credit Party and the each other Related Documents Credit Document to which it such Credit Party is a party and the creation and perfection consummation of all Transfers and Liens provided for herein 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 partytransactions contemplated hereby: (ia) are within such Person’s powersCredit Party's power; (iib) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member or limited partnership action; (iii) do not contravene any provision of such Person’s articles or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicable; (ivc) do not violate or conflict with any law term, provision or regulationcovenant contained in the organizational documents of such Credit Party (such as the articles of incorporation, by-laws, operating agreement or any order or decree of any court or Governmental Authoritypartnership agreement); (vd) 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 byby any term, provision, covenant or representation contained in any loan agreement, lease, indenture, mortgage, deed of trust, leasenote, security agreement or other instrument pledge agreement to which such Person Credit Party is a party signatory or by which such Person Credit Party or any of its property is such Credit Party's assets are bound; (vie) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (f) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonCredit Party other than those in favor of Agent and Collateral Agent pursuant to the Credit Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b)SCHEDULE 6.2 hereto, all of which will have been duly obtained, made or complied with prior to the Effective Closing Date. On or prior to the Effective Date, each Each of the Related Credit Documents shall have been duly executed and delivered by each Transaction Credit Party that is a party thereto and on the Closing Date each such Related Credit Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party Purchaser of this Agreement Agreement, and the other Related Documents Transactions to which it is a party and all instruments and documents to be delivered by Purchaser, to the creation and perfection of all Transfers and Liens provided for herein 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 extent that it is a partyparty thereto, hereunder and thereunder: (i) are within such Person’s powersPurchaser's corporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member actioncorporate action on the part of Purchaser; (iii) do are not contravene in contravention of any provision of such Person’s Purchaser's articles of incorporation or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablelaws; (iv) do will not violate any law or regulation, or any order or decree of any court or Governmental Authoritygovernment instrumentality; (v) 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 Purchaser is a party or by which such Person Purchaser or any of its this property is bound; (vi) do will not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such Person; Purchaser: and (vii) except for the filings described on Schedule 4.5 hereto, do not require the consent or approval of of, or any Governmental Authority filing with, any governmental authority or any other Person, except those referred to in Section 3.01(b), all of which will have . This Agreement has been duly obtainedexecuted and delivered by Purchaser and constitutes a legal, made or complied valid and binding obligation of Purchaser, enforceable against it in accordance with prior to its terms. As of their respective dates and at the Effective Date. On or prior to the Effective Closing Date, each of the Related Documents Ancillary Agreements to which Purchaser is a party shall have been duly executed and delivered by Purchaser and each Transaction Party that is a party thereto and on the Closing Date each such Related Document or shall then (as appropriate) constitute a legal, valid and binding obligation of such Transaction PartyPurchaser, enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powers's corporate power; (iib) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iiic) do not contravene any provision of such Person’s articles 's charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Lender pursuant to the Loan Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b2.1(c), all of which will have been duly obtained, made or complied with prior to the Effective Closing Date. On or prior to the Effective Closing Date, each of the Related Loan Documents shall have been duly executed and delivered by each Transaction Credit Party that is a party thereto and on the Closing Date each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party such Transferor of this Agreement and the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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: (i) are within such PersonTransferor’s powerscorporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iii) do not contravene any provision of such PersonAmended and Restated Receivables Transfer and Servicing Agreement Transferor’s articles or certificate of incorporation, certificate of formation, incorporation or by-laws or operating agreement, as applicablelaws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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 Transferor is a party or by which such Person Transferor or any of its property is bound; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such PersonTransferor; and (vii) 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 Second Restatement Effective Date. On or prior to the Effective Date, each .Each of the Related Documents shall to which any Transferor is a party have been duly executed and delivered by each Transaction Party that is a party thereto such Transferor and on the Closing Second Restatement Effective Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Partythe applicable Transferor, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws of general applicability relating to or limiting creditors’ rights generally or by general equity principles.

Corporate Power; Authorization; Enforceable Obligations. The ------------------------------------------------------- execution, delivery and performance by the Parent and each Transaction Party Originator of this Agreement and the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein and therein and, solely with respect to clause (vii) below, the exercise by Buyer, any Lender or its assigns the Administrative ------------ Agent of any of its rights and remedies under any Related Document to which it is a party: (i) are within such Person’s powers's power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member action; (iii) do not contravene any provision of such Person’s articles or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicable's constituent and organizational documents; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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 instrument evidencing borrowed money to which such Person is a party or by which such Person or any of its property is bound; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Person; and (vii) 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. On or prior to the Effective Date, each of the Related Documents shall have been duly executed and delivered by the Parent and each Transaction Party Originator that is a party thereto and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of the Parent and such Transaction PartyOriginator, as the case may be, enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party Originator of this Agreement and the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein and therein and, solely with respect to clause (vii) below, the exercise by Buyer, any Lender or its assigns the Administrative Agent of any of its rights and remedies under any Related Document to which it is a party: (i) are within such Person’s powerscorporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iii) do not contravene any provision of such Person’s articles or certificate of incorporation, certificate of formation, incorporation or by-laws or operating agreement, as applicablelaws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Person; and (vii) 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. On or prior to the Effective Date, each of the Related Documents shall have been duly executed and delivered by each Transaction Party Originator that is a party thereto and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction PartyOriginator, enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by Borrower, BTITC and each Subsidiary of Borrower of the Transaction Party of this Agreement Documents and all instruments and documents to be delivered by Borrower, to the other Related Documents to which extent it is a party thereto, hereunder and thereunder, and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powers's corporate power; (iib) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iiic) do are not contravene in contravention of any provision of such Person’s 's certificates or articles of incorporation or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablelaws; (ivd) do will not violate any law or regulation, or any order or decree of any court or Governmental Authoritygovernmental instrumentality; (ve) 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; (vif) do will not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonBorrower other than those in favor of Lenders, all pursuant to the Transaction Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b2.1(d), all of which will have been duly obtained, made or complied with prior to the Effective Closing Date. On At or prior to the Effective Closing Date, each of the Related Transaction Documents shall have been duly executed and delivered by for the benefit of or on behalf of Borrower and each Transaction Party that is a party thereto and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction PartyBorrower, to the extent it is a party thereto, enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Transaction Party Company of this Agreement and Agreement, the other Related Transaction Documents to which it is a party and the creation all instruments and perfection of all Transfers and Liens provided for herein and therein and, solely with respect documents to clause (vii) belowbe delivered by Company, the exercise issuance and sale of the securities hereunder and the consummation of the other transactions contemplated by Buyer, or its assigns of any of its rights and remedies under any Related Document to which it is a partythe foregoing: (i) are within such Person’s powersCompany's corporate power and authority; (ii) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member actioncorporate action (except for the Requisite Company Vote); (iii) do are not contravene in contravention of any provision of such Person’s articles or Company's certificate of incorporation, certificate of formation, incorporation or by-laws or operating agreement, as applicablelaws; (iv) do will not violate any law or regulation, or any order or decree of any court or Governmental Authoritygovernmental instrumentality to which Company or any of its Subsidiaries is a party or to which its assets are bound; (v) 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 Company or any of its Subsidiaries is a party or by which such Person Company, any of its Subsidiaries or any of its their respective property is bound; (vi) do will not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonCompany or any of its Subsidiaries; and (vii) do not require the consent or approval of, or any filing by Company or any of its Subsidiaries with, any Governmental Authority or any other PersonPerson (except, except those referred to in Section 3.01(bthe case of clauses (iv) through (vii), all as would not have, individually or in the aggregate, a Material Adverse Effect or that would adversely affect the ability of which will have been duly obtainedCompany to consummate, or that would prevent or delay in any material respect, the transactions contemplated by this Agreement or any other Transaction Documents in any material respect, and except for filings under the HSR Act, filings specified in Schedule 3.4 hereof and to the extent previously obtained or made or complied with prior to as specified in Schedule 4.6 hereof). This Agreement has been, and each of the Effective Date. On other Transaction Documents will be at or prior to the Effective DateClosing, each of the Related Documents shall have been duly executed and delivered by each Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and the other Transaction Party that is a party thereto Documents when so executed and on delivered will constitute, the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation obligations of such Transaction PartyCompany, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party the Seller of this Agreement and the other Related Documents to which it is a party and party, the creation and perfection of all Transfers Liens and Liens ownership interests provided for herein 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 partytherein: (i) are within such Person’s powersthe Seller's corporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iii) do not contravene any provision of such Person’s articles the Seller's charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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, the Parent or any Originator is a party or by which such Person the Seller, the Parent or any Originator or any of its the property of the Seller or any Originator is bound; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Personthe Seller, the Parent or any Originator; and (vii) do not require the consent or approval of any Governmental Authority or any other Person, except those referred which have been duly obtained, made or complied with prior to the Closing Date as provided in Section SECTION 3.01(b). The exercise by each of the Seller, all 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 Effective DateClosing Date as provided in SECTION 3.01(b). On or prior to the Effective Closing Date, each of the Related Documents to which the Seller is a party shall have been duly executed and delivered by each Transaction Party that is a party thereto the Seller and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, the Seller enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The ------------------------------------------------------- execution, delivery and performance by each Transaction Party the Company of this Agreement and the other Related Preferred Stock Documents to which it is a party and the creation and perfection issuance to Purchaser of all Transfers and Liens provided for herein 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 partySeries 1997 Preferred Stock: (ia) are within such Person’s powersthe Company's corporate power; (iib) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iiic) do are not contravene in contravention of any provision of such Person’s articles or the Company's certificate of incorporation, certificate of formation, by-laws incorporation or operating agreement, as applicablebylaws or other organizational documents; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property Property of such Personthe Company or any of its Subsidiaries; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those consents and approvals referred to in Section 3.01(b)paragraph (b) of Article 2, all of which --------- will have been duly obtained, made or complied with prior to the Effective DateClosing Date and which are in full force and effect. On At or prior to the Effective Closing Date, each of the Related Preferred Stock Documents shall have been duly executed and delivered by for the benefit of or on behalf of the Company and each Transaction Party that is a party thereto and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Partythe Company, enforceable against it the Company in accordance with its termsterms except as the enforceability of such Preferred Stock Document may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditor's rights and remedies in general.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party the Servicer of this Agreement and the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein and therein and, solely with respect to clause (vii) below, the exercise by Buyereach of the Borrower, the Lenders or its assigns the Administrative Agent of any of its rights and remedies under any Related Document to which it is a party: party (i) are within such Personthe Servicer’s powerscorporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iii) do not contravene any provision of such Personthe Servicer’s certificate or articles of incorporation or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental AuthorityAuthority applicable to the Servicer; (v) 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; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Personthe Servicer; and (vii) 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 DateClosing Date as provided in Section 3.01(b). On or prior to the Effective Date, each of the Related Documents to which the Servicer is a party shall have been duly executed and delivered by each Transaction Party that is a party thereto the Servicer and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, the Servicer enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The Except as set forth on SCHEDULE 4.6, the execution, delivery and performance by each Transaction Party Company of this Agreement and Agreement, the other Related Transaction Documents to which it is a party party, the issuance and sale of the Securities and the creation and perfection consummation of all Transfers and Liens provided for herein and therein and, solely with respect to clause (vii) below, the exercise other transactions contemplated by Buyer, or its assigns of any of its rights and remedies under any Related Document to which it is a partythe foregoing: (i) are within such Person’s powersCompany's corporate power and authority; (ii) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member corporate action; (iii) do are not contravene in contravention of any provision of such Person’s articles or Company's certificate of incorporation, certificate of formation, incorporation or by-laws or operating agreement, as applicablelaws; (iv) do will not violate any law or regulationregulation applicable to Company or its Subsidiaries, or any order or decree of any court or Governmental Authoritygovernmental instrumentality binding upon Company or its Subsidiaries; (v) do will not conflict with or result in the breach or termination of, the loss of any benefit to which Company is entitled under, constitute a default under or require any payment to be made by Company under, or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, loan, credit agreement, lease, agreement or other instrument to which such Person Company or any of its Subsidiaries is a party or by which such Person Company, any of its Subsidiaries or any of its their property is bound; (vi) do will not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such Person; Company or any of its Subsidiaries and (vii) do not require the consent or approval of of, or any filing with, any Governmental Authority or any other PersonPerson (except (A) for the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, except (B) for those referred filings required by the Exchange Act, (C) for those filings required by the Registration Rights Agreement, (D) for those required by the HSR Act and (E) to in Section 3.01(bthe extent previously obtained or made), all other than, in the case of which will have been duly obtainedclauses (iv) through (vii), made any such violation, conflict, breach, termination, loss, default, payment, acceleration, creation, imposition or complied with prior failure to obtain the consent or approval, individually or in the aggregate, that would be immaterial to the Effective DateCompany and its Subsidiaries taken as a whole or to the Company's ability to own its assets and conduct its business. On At or prior to the Effective Closing Date, each of this Agreement and the Related other Transaction Documents shall have been duly executed and delivered by Company and each Transaction Party that is a party thereto and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction PartyCompany, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and the Certificate of Designation shall have been duly filed with the Secretary of State of the State of Delaware.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party of SPC and the Seller of this Agreement and the other Related Documents to which it is a party and party, the creation and perfection of all Transfers Liens and Liens ownership interests provided for herein 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 partytherein: (i) are within such Person’s powers's power; (ii) have been duly authorized by all necessary or proper action (corporate, limited liability company and shareholder and/or member actionor otherwise); (iii) do not contravene any provision of such Person’s articles or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicable's Charter Documents; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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 SPC, the Seller or any Originator is a party or by which such Person SPC, the Seller or any Originator or any of its the property of SPC, the Seller or any Originator is bound; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such PersonSPC, the Seller or any Originator; and (vii) do not require the consent or approval of any Governmental Authority or any other Person, except those referred which have been duly obtained, made or complied with prior to the Closing Date as provided in Section 3.01(b). The exercise by SPC, all 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 Effective DateClosing Date as provided in Section 3.01(b). On or prior to the Effective Closing Date, each of the Related Documents to which SPC or the Seller is a party shall have been duly executed and delivered by each Transaction Party that is a party thereto such Person and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Person enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights and by general principles of equity.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by Holdings and each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powers's corporate power; (iib) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iiic) do not contravene any provision of such Person’s articles 's charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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, by (i) any indenture, mortgage, deed of trust, lease, agreement or other instrument related to Indebtedness to which such Person is a party or by which such Person or any of its property is bound, (ii) any contracts or agreements listed on Schedule 3.22 or (iii) any other contracts, leases or agreements material to the operations of any Person; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b2.1(c), all of which will have been duly obtained, made or complied with prior to the Effective Closing Date. On or prior to the Effective Closing Date, each of the Related Loan Documents shall have been duly executed and delivered by Holdings and each Transaction Credit Party that is a party thereto and on the Closing Date each such Related Loan Document shall then shall, at each time this representation is made, constitute a legal, valid and binding obligation of Holdings and such Transaction Party, Credit Party enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party the Company of this Agreement and the other Related Documents Supplemental Agreements and all instruments and documents to which it is a party and be delivered by the creation and perfection Company (subject to amendment of all Transfers and Liens provided for herein and therein and, solely with respect the Articles of Incorporation of the Company to clause (vii) below, the exercise by Buyer, or its assigns of any extent required to increase the number of its rights and remedies under any Related Document to which it is a party: authorized shares): (i) are within such Person’s powersthe Company's corporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member corporate action; (iii) do are not contravene in contravention of any provision of such Person’s the Company's articles of incorporation or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablelaws; (iv) do will not violate any law or regulation, including any and all Federal and state securities laws, or any order or decree of any court or Governmental Authoritygovernmental instrumentality; (v) do not will not, in any material respect, 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 such Person the Company or any of its Subsidiaries or any of their property is boundbound (including, but not limited to, the Financing Documents); and (vi) do will not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such Person; and the Company or any of its Subsidiaries. No consent, waiver or authorization of, or filing with, any Person (vii) do not require the consent or approval of including, without limitation, any Governmental Authority or any other Person, except those referred to in Section 3.01(bAuthority), all which has not been obtained as of which will the Closing Date is required in connection with the execution, delivery, performance by, or validity of this Agreement or the Supplemental Agreements. All such consents, waivers, authorizations and filings have been duly obtained, made obtained or complied with prior to the Effective Datemade. On or prior to the Effective DateExcept as provided above, each of this Agreement and the Related Documents shall have Supplemental Agreements to which the Company is intended to be a party has been duly executed and delivered by each Transaction Party that is a party thereto of the Company and on the Closing Date each such Related Document shall then constitute constitutes a legal, valid and binding obligation of such Transaction Party, the Company enforceable against it the Company in accordance with its terms, except to the extent that (a) enforcement may be limited by or subject to the principles of public policy and any bankruptcy and insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to or limited to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court or other similar entity before which any proceeding thereafter may be brought.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party Servicer of this Agreement and the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein and therein and, solely with respect to clause (vii) below, the exercise by Buyereach of the Seller, the Purchasers or its assigns the Administrative Agent of any of its rights and remedies under any Related Document to which it is a party: (i) are within such Person’s powerseach Servicer's power; (ii) have been duly authorized by all necessary or proper action (corporate, limited liability company and shareholder and/or member actionor otherwise); (iii) do not contravene any provision of such Person’s articles or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicableServicer's Charter Documents; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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 Servicer is a party or by which such Person Servicer or any of its the property of such Servicer is bound; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such PersonServicer; and (vii) 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 Closing Date. On or prior to the Effective Closing Date, each of the Related Documents to which any Servicer is a party shall have been duly executed and delivered by each Transaction Party that is a party thereto such Servicer and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Servicer enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights and by general principles of equity.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party of the Constituent Corporations of this Agreement Agreement, the Consolidation, and all instruments and documents to be delivered by each Constituent Corporation hereunder, and the consummation of the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein and therein and, solely with respect to clause (vii) below, the exercise transactions contemplated by Buyer, or its assigns of any of its rights and remedies under any Related Document the foregoing (collectively referred to which it is a party: as the "Transactions"): (i) are within such Person’s powerseach Constituent Corporation's corporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company and corporate action on the part of each Constituent Corporation (except for shareholder and/or member actionapproval); (iii) do are not contravene in contravention of any provision of such Person’s each Constituent Corporation's certificates or articles of incorporation or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (iv) do will not violate any law or regulation, or any order or decree of any court or Governmental Authoritygovernmental instrumentality; (v) 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 each Constituent Corporation is a party or by which such Person each Constituent Corporation or any of its respective property is bound; (vi) do will not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such Personthe Consolidated Corporation; and (vii) except for the filings described on Schedule 4.5 hereto, do not require the consent or approval of of, or any Governmental Authority filing with, 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. On or prior to the Effective Date, each of the Related Documents shall have This Agreement has been duly executed and delivered by each Transaction Party that is a party thereto Constituent Corporation and on the Closing Date each such Related Document shall then constitute constitutes a legal, valid and binding obligation of such Transaction Partyeach Constituent Corporation, enforceable against it in accordance with its terms. This Agreement has been duly executed and delivered by the Constituent Corporations, and is a legal, valid and binding obligation of each Constituent Corporation to the extent it is a party thereto, enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powers's power; (iib) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member or limited partnership action; (iiic) do not contravene any provision of such Person’s articles 's charter, bylaws or certificate of incorporation, certificate of formation, by-laws partnership or operating agreement, agreement as applicable; (ivd) 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; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those referred to in Section 3.01(b2.1A(e), all of which will have been duly obtained, made or complied with prior to the Effective Date. On or prior Second Restatement Execution Date and those referred to the Effective Date, each in Section 2.1B(d) all of which have been complied with as of the Related 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 have been be duly executed and delivered by each Transaction Credit Party that is a party thereto and on the Closing Date each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting creditors rights generally or by general principles of equity, regardless of whether considered in a proceeding 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 Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are, subject to the entry of the Orders, are within such Person’s powers's power; (iib) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member or limited partnership action; (iiic) subject to the entry of the Orders, do not contravene any provision of such Person’s articles 's charter, bylaws or certificate of incorporation, certificate of formation, by-laws partnership or operating agreement, agreement as applicable; (ivd) 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; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of the Administrative Agent for the benefit of the Secured Parties, pursuant to the Loan Documents and the Orders; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those referred to in Section 3.01(b2.1(g), all of which will have been duly obtained, made or complied with prior to the Effective Date. On Closing Date and (ii) any consents, notices or prior approvals pursuant to the Effective DateFederal Assignment of Claims Act of 1940 or any applicable state, each 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 Related Loan Documents shall have been be duly executed and delivered by each Transaction Credit Party that is a party thereto and on and, subject to the Closing Date entry of the Orders, each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party Borrower of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powers's corporate, limited liability company or limited partnership, as applicable, power; (iib) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member or limited partnership action; (iiic) do not contravene any provision of such Person’s articles 's charter, bylaws or certificate of incorporation, certificate of formation, by-laws partnership or operating agreement, agreement as applicable; (ivd) 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; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents and the Order; and (viig) other than non-material consents and approvals, 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 the Bankruptcy Court or other consents, all of which will have been duly obtained, made or complied with prior to the Effective Datedate hereof. On or prior With respect to each Borrower, subject to the Effective Dateentry of the Order, each of the Related Loan Documents shall have been be duly executed and delivered by each Transaction Party such Borrower that is a party thereto and on the Closing Date each such Related Loan Document shall then constitute (or, when executed and delivered, will constitute) a legal, valid and binding obligation of such Transaction Party, Borrower enforceable against it in accordance with its termsterms and the Order.

Corporate Power; Authorization; Enforceable Obligations. (n) The execution, delivery and performance by each Transaction Loan Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection consummation of all Transfers and Liens provided for herein 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 partytransactions contemplated thereby: (iA) are within such PersonLoan Party’s corporate, limited liability company, partnership or other powers; (iiB) have been or, at the time of delivery thereof pursuant to Article III will have been duly authorized by all necessary or proper corporate, limited liability company liability, partnership or other similar action, including the consent of shareholders, partners and shareholder and/or member actionmembers where required; (iiiC) do not and will not (A) contravene such Loan Party’s or any provision of such Person’s articles its Restricted Subsidiaries’ respective Constituent Documents in any respect to a Loan Party other than the Borrower or certificate of incorporationany Subsidiary Guarantor that is a Significant Subsidiary that would reasonably be expected to have a Material Adverse Effect, certificate of formation, by-laws or operating agreement, as applicable; (ivB) do not violate any law or regulationother Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any court Governmental Authority or Governmental Authority; arbitrator applicable to such Loan Party in any respect that would reasonably be expected to have a Material Adverse Effect, (vC) do not conflict with or result in the breach or termination of, or constitute a default under under, or accelerate result in or permit the termination or acceleration of any performance required byof, any indenture, mortgage, deed material Contractual Obligation of trust, lease, agreement or other instrument to which such Person is a party or by which such Person Loan Party or any of its property is bound; Restricted Subsidiaries in any respect that would reasonably be expected to have a Material Adverse Effect or (viD) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonLoan Party or any of its Restricted Subsidiaries, other than those in favor of, or collaterally assigned to, the Secured Parties, as the case may be, pursuant to the Collateral Documents; and (viiD) do not require the consent of, authorization by, approval of, notice to, or approval of filing or registration with, any Governmental Authority or any other Person, except other than (A) those referred to in Section 3.01(b), all of which will that have been duly obtainedor will be, made or complied with prior to the Effective Date. On or prior to the Effective Closing Date, obtained or made, and each of the Related Documents shall have been duly executed and delivered by each Transaction Party that is a party thereto and which on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, enforceable against it in accordance with its terms.the

Corporate Power; Authorization; Enforceable Obligations. The Upon the entry of the Final Order by the Bankruptcy Court, the execution, delivery and performance by each Transaction Party of this Agreement the Borrower and each Guarantor of the other Related Loan Documents to which it is a party and all other instruments and documents to be delivered by it hereunder and thereunder to the extent it is a party thereto and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powersits organizational power; (iib) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member action; (iiic) do are not contravene in contravention of any provision of such Person’s its certificate or articles of organization or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicableother organizational documents; (ivd) do will not violate any law or regulation, or any order or decree of any court or Governmental Authoritygovernmental instrumentality; (ve) 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 it is a party or by which such Person it or any of its material property is bound; (vif) do will not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonBorrower or any Guarantor other than those in favor of Lender, all pursuant to the Loan Documents; and (viig) 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 DateClosing Date and which are in full force and effect. On At or prior to the Effective Closing Date, each of the Related Loan Documents to which each of the Borrower and each Guarantor is a party shall have been duly executed and delivered by each Transaction Party that is a party thereto it and on shall then, assuming due execution and delivery by the Closing Date each such Related Document shall then other parties thereto, subject to the entry of the Final Order by the Bankruptcy Court, constitute a legal, valid and binding obligation of such Transaction Partyit to the extent it is a party thereto, enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The ------------------------------------------------------- execution, delivery and performance by each Transaction Credit Party of this Agreement the Loan Documents and the other Related Acquisition Documents to which it is a party party, the consummation of the Acquisition, and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are and will continue to be within such Person’s powers's corporate power; (iib) have been and will continue to be duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iiic) do are not contravene and will not be in contravention of any provision of such Person’s articles 's charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablelaws; (ivd) do not and will not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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; (vif) do not and will not result in the creation or imposition of any Adverse Claim Lien (other than Permitted Encumbrances) upon any of the property of such PersonCollateral; and (viig) do not and will not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b), 2.1(c) (all of which will have been duly obtained, made or complied with prior to on or before the Effective Closing Date). On or prior to As of the Effective Closing Date, each of the Related Documents Loan Document and Acquisition Document shall have been duly executed and delivered by for the benefit of or on behalf of each Transaction Party that is a party thereto Credit Party, and on the Closing Date each such Related Loan Document and Acquisition Document shall then constitute be and will continue to be a legal, valid and binding obligation of such Transaction PartyPerson, to the extent it is a party thereto, enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The ------------------------------------------------------- execution, delivery and performance by each Transaction Party the Seller of this Agreement and the other Related Documents to which it is a party and party, the creation and perfection of all Transfers Liens and Liens ownership interests provided for herein and therein and, solely with respect to clause (vii) below, the exercise by Buyereach of the Seller, the Purchaser, the ------------ Operating Agent or its assigns the Collateral Agent of any of its rights and remedies under any Related Document to which it is a party: (i) are within such Person’s powers's corporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iii) do not contravene any provision of such Person’s articles 's charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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 or the CGS Originator is a party or by which such Person or the CGS Originator or any of its the property of such Person or the CGS Originator is bound; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such PersonPerson or the CGS Originator; and (vii) 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 Closing Date. On or prior to the Effective Closing Date, each of the Related Documents to which the Seller is a party shall have been duly executed and delivered by each Transaction Party that is a party thereto the Seller and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, the Seller enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by Company and each of its Subsidiaries of each Transaction Party of this Agreement and the other Related Documents Document to which it is a party and the creation each other instrument and perfection of all Transfers and Liens provided for herein and therein and, solely with respect document to clause (vii) belowbe delivered by Company or such Subsidiary, the exercise issuance and sale of the Note and the consummation of the other transactions contemplated by Buyer, or its assigns of any of its rights and remedies under any Related Document to which it is a partythe foregoing: (i) are within such Person’s powersCompany's and each Subsidiary's corporate power and authority; (ii) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member corporate action; (iii) do are not contravene in contravention of any provision of such Person’s the certificate or articles of incorporation or certificate of incorporation, certificate of formation, by-laws of Company or operating agreement, as applicableany of its Subsidiaries; (iv) do will not violate any law or regulation, or any order or decree of any court or Governmental Authoritygovernmental instrumentality; (v) 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 Company or any of its Subsidiaries is a party or by which such Person Company, any of its Subsidiaries or any of its their property is bound; (vi) do will not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonCompany or any of its Subsidiaries other than the Liens created pursuant to the Pledge Agreement and the Security Agreement; and (vii) do not require the consent or approval of of, or any filing with, any Governmental Authority or any other Person, Person (except (A) for those referred to in Section 3.01(b), all filings required by the registration rights provisions of which will have been duly obtained, made or complied with prior the Warrant and (B) to the Effective Dateextent previously obtained or made). On At or prior to the Effective Closing Date, each of this Agreement and the Related other Transaction Documents shall have been duly executed and delivered by Company and each Transaction Party that is a party thereto and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction PartyCompany, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Corporate Power; Authorization; Enforceable Obligations. The executionEach of Holding and each Loan Party has the corporate power and authority, delivery and performance by each Transaction Party of this Agreement and the other Related legal right, to make, deliver and perform the Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein and therein and, solely with respect in the case of each of the Borrowers, to clause (vii) belowobtain Extensions of Credit hereunder, and each such Person has taken all necessary corporate action to authorize the exercise by Buyerexecution, or its assigns delivery and performance of any of its rights and remedies under any Related Document the Loan Documents to which it is a party: (i) are within such Person’s powers; (ii) have been duly authorized by all necessary or proper corporateparty and, limited liability company and shareholder and/or member action; (iii) do not contravene any provision of such Person’s articles or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicable; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) do not conflict with or result in the breach 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 Applications. No consent 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; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Person; and (vii) do not require the consent or approval of respect of, any Governmental Authority or any other PersonPerson 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 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 those referred to for (a) consents, authorizations, notices and filings described in Section 3.01(b)Schedule 5.4, all of which will have been duly obtained, obtained or made or complied with prior to the Effective Closing Date. On or prior , (b) filings to perfect the Liens created by the Security Documents, (c) filings pursuant to the Effective DateAssignment of Claims Act of 1940, each as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts and contracts of the Related Documents shall 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 Transaction 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 delivered on the Closing Date each behalf of such Related Document shall then 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 Transaction 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 Transaction Party Odyssey of this Agreement and the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein and therein and, solely with respect to clause (vii) below, the ------------ exercise by BuyerCGS, the Operating Agent or its assigns the Collateral Agent of any of its rights and remedies under any Related Document to which it is a party: (i) are within such Person’s powers's corporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iii) do not contravene any provision of such Person’s articles 's charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Person; and (vii) 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 Closing Date. On or prior to the Effective Closing Date, each of the Related Documents shall have been duly executed and delivered by each Transaction Party Odyssey that it is a party thereto and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction PartyOdyssey, enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powerspower; (iib) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member company, partnership or limited partnership action; (iiic) do not contravene any provision of such Person’s articles constating documents, bylaws or certificate of incorporation, certificate of formation, by-laws partnership agreement or operating agreement, as applicable; (ivd) 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; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Agent, on behalf of itself and the Secured Parties or for Permitted Encumbrances, pursuant to the Loan Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b2.1(b), all of which will have been duly obtained, made or complied with or waived prior to the Effective Closing Date. On or prior to the Effective Closing Date, each of the Related Loan Documents to which a Credit Party is a party shall have been duly executed and delivered by each Transaction such Credit Party that is a party thereto and on the Closing Date each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powerspower; (iib) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member or limited partnership action; (iiic) do not contravene any provision of such Person’s articles charter, bylaws or certificate of incorporation, certificate of formation, by-laws partnership or operating agreement, agreement as applicable; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents (and the Liens securing the Term Loan Obligations); and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those referred to in Section 3.01(b)3.1, all of which will have been duly obtained, made or complied with prior to the Effective Closing Date. On , (ii) the filings referred to in Section 4.25 and (iii) consents, authorizations, filings and notices obtained or prior made in the ordinary course of business (except with respect to the Effective Date, each incurrence and repayment of the Related 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 have been be duly executed and delivered by each Transaction Credit Party that is a party thereto and on the Closing Date and, each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powers's corporate power; (iib) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iiic) do not contravene any provision of such Person’s articles 's charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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 boundbound other than with respect to those agreements described in Disclosure Schedule (3.3) and Capital Leases of Borrower existing on the Closing Date which prohibit the creation of junior liens; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b2.1(c) or Disclosure Schedule (3.3), all of which will have been duly obtained, made or complied with prior to the Effective Closing Date. On or prior to the Effective Closing Date, each of the Related Loan Documents shall have been duly executed and delivered by each Transaction Credit Party that is a party thereto and on the Closing Date each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally, including fraudulent transfer or conveyance laws and general principles of equity.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powers's corporate power; (iib) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iiic) do not contravene any provision of such Person’s articles 's charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ve) except consents which have been obtained and except for Prior Lender Obligations to be paid on or prior to the Closing Date, 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Administrative Agent, on behalf of itself, Documentation Agent and Lenders, pursuant to the Loan Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b2.1(c), all of which will have been duly obtained, made or complied with prior to the Effective Closing Date, and except for Prior Lender Obligations to be paid on or prior to the Closing Date. On or prior to the Effective Closing Date, each of the Related Loan Documents shall have been duly executed and delivered by each Transaction Credit Party that is a party thereto and on the Closing Date each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powerspower; (iib) have been duly authorized by all necessary corporate or proper corporate, limited liability company and shareholder and/or member action; (iiic) do not contravene any provision of such Person’s articles or certificate of incorporationcharter, certificate of formation, by-laws bylaws or operating agreement, agreement as applicable; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental AuthorityAuthority applicable to such Person; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Lender, pursuant to the Loan Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b2.1(b), all of which will have been duly obtained, made or complied with prior to the Effective Closing Date. On or prior to the Effective Date, each Each of the Related Loan Documents shall have has been duly executed and delivered by each Transaction Credit Party that is a party thereto and on the Closing Date each such Related Loan Document shall then constitute constitutes a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating or affecting creditors’ rights (whether 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 Transaction Party of this Agreement and the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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: (i) are within such Person’s powers; (ii) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member action; (iii) do not contravene any provision of such Person’s articles or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicable; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Person; and (vii) 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 Restatement Effective Date. On or prior to the Restatement Effective Date, each of the Related Documents shall have been duly executed and delivered by each Transaction Party that is a party thereto and on the Closing Restatement Effective Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The Upon the entry by the Bankruptcy Court and the Canadian Court of the Interim Order and the Canadian Interim Order (or the Final Order and the Canadian Final Order, when applicable), respectively, the execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powers's power; (iib) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member or limited partnership action; (iiic) do not contravene any provision of such Person’s articles 's charter, bylaws or certificate of incorporation, certificate of formation, by-laws partnership or operating agreement, agreement as applicable; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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 (other than the Senior Note Indenture or other Prepetition agreements, the enforcement of which is stayed under the Chapter 11 Cases); (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Collateral Agent, on behalf of Agents and Lenders, pursuant to the Loan Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b2.1(c), all of which will have been duly obtained, made or complied with prior to the Effective Closing Date. On or prior to the Effective Date, each Each of the Related Loan Documents shall have been be duly executed and delivered by each Transaction Credit Party that is a party thereto and, subject to the entry of the Interim Order, the Canadian Interim Order, the Final Order and on the Closing Date Canadian Final Order, each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms.

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 Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powers's power; (iib) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member or limited partnership action; (iiic) do not contravene any provision of such Person’s articles 's charter, bylaws or certificate of incorporation, certificate of formation, by-laws partnership or operating agreement, agreement as applicable; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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, mortgage or deed of trust, trust or any material lease, material agreement or other material instrument entered into or affirmed Postpetition to which such Person is a party or by which such Person or any of its property is bound; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b2.1(c), all of which will have been duly obtained, made or complied with prior to the Effective Closing Date. On or prior to the Effective Date, each Each of the Related Loan Documents shall have been be duly executed and delivered by each Transaction Credit Party that is a party thereto and, subject to the entry of the Interim Order and on the Closing Date Final Order, each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party the Seller of this Agreement and the other Related Documents to which it is a party and party, the creation and perfection of all Transfers Liens and Liens ownership interests provided for herein and therein and, solely with respect to clause (vii) below, the exercise by Buyereach of the Seller, the Purchasers or its assigns the Administrative Agent of any of its rights and remedies under any Related Document to which it is a party: (i) are within such Person’s powerscorporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iii) do not contravene any provision of such Person’s articles charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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 or any Originator is a party or by which such Person or any Originator or any of its the property of such Person or any Originator is bound; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such PersonPerson or any Originator; and (vii) 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 Closing Date. On or prior to the Effective Closing Date, each of the Related Documents to which the Seller is a party shall have been duly executed and delivered by each Transaction Party that is a party thereto the Seller and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, the Seller enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Savvis Party of this Agreement and the other Related Credit Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powers's power; (iib) have been as of the Closing Date will be duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member or limited partnership action; (iiic) do not contravene any provision of such Person’s articles 's charter, bylaws or certificate of incorporation, certificate of formation, by-laws partnership or operating agreement, agreement as applicable; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental AuthorityAuthority (including, without limitation, the Communications Act, any rule or regulation of the FCC or any rule or regulation of any federal or state public utility commission); (ve) 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 (provided, however, the parties hereto acknowledge that performance of the Credit Documents by certain Savvis Parties, prior to the termination of the Nortel Indebtedness, may result in a breach of or a default under the documents evidencing Nortel Indebtedness); (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Agent, on behalf of itself and Lessors, pursuant to the Credit Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b2.1(b), all of which will have been duly obtained, made or complied with prior to the Effective Date. On or prior to the Effective Date, each of the Related Documents shall have been duly executed and delivered by each Transaction Party that is a party thereto and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, enforceable against it in accordance with its terms.Closing

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 such Credit Party is a party: (ia) are within such Person’s powerspower; (iib) have been duly authorized by all necessary corporate or proper corporate, limited liability company and shareholder and/or member other action; (iiic) do not and will not contravene any provision of such Person’s articles or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicableconstating documents; (ivd) 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; (ve) 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 boundbound which could reasonably be expected to result in a Material Adverse Change; (vig) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Person; and (vii) do 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, except those referred to in Section 3.01(b)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 Effective Date. On or prior to the Effective Closing Date, each 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 Related Loan Documents shall have been be duly executed and delivered by each Transaction Credit Party that is a party thereto and on the Closing Date each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Operative Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powers's corporate power; (iib) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iiic) do not contravene any provision of such Person’s articles 's charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Agent or the Revolving Credit Agent, on behalf of the Lenders, pursuant to the Operative Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b2.1(c), all of which will have been duly obtained, made or complied with on or prior to the Effective Closing Date. On or prior to the Effective Closing Date, each of the Related Operative Documents shall have been duly executed and delivered by each Transaction Credit Party that is a party thereto and on the Closing Date each such Related Operative Document shall then constitute a legal, valid and binding obligation of such Transaction Party, 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 general equitable principles (whether enforcement is sought by proceeding in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Transaction Loan Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection consummation of all Transfers and Liens provided for herein 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 partytransactions contemplated thereby: (i) are within such PersonLoan Party’s corporate, limited liability company, partnership or other powers; (ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary or proper corporateaction, limited liability company including the consent of shareholders, partners and shareholder and/or member actionmembers where required; (iii) do not and will not (A) contravene such Loan Party’s or any provision of such Person’s articles or certificate of incorporationits Subsidiaries’ respective Constituent Documents, certificate of formation, by-laws or operating agreement, as applicable; (ivB) do not violate any law or regulationother Requirement of Law applicable to such Loan Party, or any order or decree of any court Governmental Authority or Governmental Authority; arbitrator applicable to such Loan Party, (vC) do not conflict with or result in the breach or termination of, or constitute a default under under, or accelerate result in or permit the termination or acceleration of any performance required byof, any indenture, mortgage, deed Related Document or any other material Contractual Obligation of trust, lease, agreement or other instrument to which such Person is a party or by which such Person Loan Party or any of its property is bound; Subsidiaries or (viD) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonLoan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and (viiiv) do not require the consent of, authorization by, approval of, notice to, or approval of filing or registration with, any Governmental Authority or any other Person, except other than those referred to in Section 3.01(b), all of which will listed on Schedule 4.2 (Consents) and that have been duly obtainedor will be, made or complied with prior to the Effective Closing Date. On , obtained or prior made, copies of which have been or will be delivered to the Effective DateAdministrative Agent pursuant to Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), and each of the Related Documents shall have been duly executed and delivered by each Transaction Party that is a party thereto and which on the Closing Date each such Related Document shall then constitute a legalwill be in full force and effect and, valid and binding obligation of such Transaction Partywith respect to the Collateral, enforceable against it in accordance with its termsfilings required to perfect the Liens created by the Collateral Documents.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party the Company of this Agreement and the other Related Documents Ancillary Agreements and all instruments and documents to which it is a party and be delivered by the creation and perfection of all Transfers and Liens provided for herein 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 partyCompany: (i) are within such Person’s powersthe Company's corporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member corporate action; (iii) do are not contravene in contravention of any provision of such Person’s the Company's articles of incorporation or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablelaws; (iv) do will not violate any law or regulation, including any and all Federal and state securities laws, or any order or decree of any court or Governmental Authoritygovernmental instrumentality; (v) do not except as set forth on Schedule 5.4, will not, in any material respect, 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 such Person the Company or any of its Subsidiaries or any of their property is boundbound (including, but not limited to, the Financing Documents); and (vi) do will not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such Person; and the Company or any of its Subsidiaries. Except as set forth on Schedule 5.4, no consent, waiver or authorization of, or filing with, any Person (vii) do not require the consent or approval of including, without limitation, any Governmental Authority Authority), which has not been obtained as of the Closing Date is required in connection with the execution, delivery, performance by, or any other Personvalidity of this Agreement or the Ancillary Agreements. All such consents, waivers, authorizations and filings, except those referred to in Section 3.01(b)as set forth on Schedule 5.4, all of which will have been duly obtained, made obtained or complied with prior to the Effective Datemade. On or prior to the Effective Closing Date, each of this Agreement and the Related Documents Ancillary Agreements shall have been duly executed and delivered by of the Company and each Transaction Party that is a party thereto and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, the Company enforceable against it the Company in accordance with its terms, except to the extent that (a) enforcement may be limited by or subject to the principles of public policy and any bankruptcy and insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to or limited to creditors= rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court or other similar entity before which any proceeding thereafter may be brought.

Corporate Power; Authorization; Enforceable Obligations. The ------------------------------------------------------- execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powers's corporate power; (iib) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iiic) do not contravene any provision of such Person’s articles 's charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b2.1(c), all of which will have been -------------- duly obtained, made or complied with prior to the Effective Closing Date. On or prior to the Effective Closing Date, each of the Related Loan Documents shall have been duly executed and delivered by each Transaction Credit Party that is a party thereto and on the Closing Date each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party of the Constituent Corporations of this Agreement and the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein and therein and, solely with respect to clause (vii) belowAgreement, the exercise by Buyer, or its assigns of any of its rights and remedies under any Related Document Ancillary Agreements to which it is a party: , the Consolidation, and all instruments and documents to be delivered by each Constituent Corporation, to the extent it is a party thereto, hereunder and thereunder, and the consummation of the other transactions contemplated by any of the foregoing (collectively referred to as the "Transactions"): (i) are within such Person’s powerseach Constituent Corporations corporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company and corporate action on the part of each Constituent Corporation (except for shareholder and/or member actionapproval); (iii) do are not contravene in contravention of any provision of such Person’s each Constituent Corporation's articles of incorporation or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablelaws; (iv) do will not violate any law or regulation, or any order or decree of any court or Governmental Authoritygovernmental instrumentality; (v) 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 each Constituent Corporation is a party or by which such Person each Constituent Corporation or any of its respective property is bound; (vi) do will not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such Personthe Consolidated Corporation; and (vii) except for the filings described on Schedule 3.6 hereto, do not require the consent or approval of of, or any Governmental Authority filing with, 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. On or prior to the Effective Date, each of the Related Documents shall have This Agreement has been duly executed and delivered by each Transaction Party that is Constituent Corporation and constitutes a party thereto legal, valid and on binding obligation of each Constituent Corporation, enforceable against it in accordance with its terms. This Agreement has been, and as of their respective dates and at the Closing Date each such Related Document of the Ancillary Agreements shall have been, duly executed and delivered by the Constituent Corporations, and each is or shall then (as appropriate) constitute a legal, valid and binding obligation of such Transaction Partyeach Constituent Corporation to the extent it is a party thereto, enforceable against it in accordance with its terms. Xxxxxx has full right, power and authority to enter into the Transactions and the execution, delivery and performance by Xxxxxx of the Transactions will not result in a breach or violation by Xxxxxx of any of the terms or provisions of, or constitute a default by Xxxxxx under, any indenture, mortgage, deed of trust, trust (constructive or other), loan agreement, lease, franchise, license or other agreement or instrument to which Xxxxxx is a party or by which Xxxxxx or any of his properties is bound, any statute, or any judgment, decree, order, rule or regulation of any court or governmental agency or body applicable to Xxxxxx or any of his properties.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party the Company of this Agreement and the other Related Documents Ancillary Agreements and all instruments and documents to which it is a party and be delivered by the creation and perfection of all Transfers and Liens provided for herein 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 partyCompany: (i) are within such Person’s powersthe Company's and its Subsidiaries' corporate power; (ii) have been been, or by the Closing Date will be, duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member corporate action; (iii) do are not contravene in contravention of any provision of such Person’s the Company's or its Subsidiaries' respective certificates or articles or certificate of incorporation, certificate of formationas applicable, or by-laws or operating agreement, as applicablelaws; (iv) do will not violate violate, in any material respect, any law or regulation, including any and all Federal and state securities laws, or any order or decree of any court or Governmental Authoritygovernmental instrumentality; (v) do not except as set forth on Schedule 5.4, will not, in any material respect, 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 material instrument to which such Person the Company or any of its Subsidiaries is a party or by which such Person the Company or any of its Subsidiaries or any of their property is bound; and (vi) do will not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such Person; and the Company or any of its Subsidiaries. Except as set forth on Schedule 5.4, no consent, waiver or authorization of, or filing with, any Person (vii) do not require the consent or approval of including, without limitation, any Governmental Authority Authority), which has not been obtained as of the Closing Date is required in connection with the execution, delivery, performance by, or any other Personvalidity of this Agreement or the Ancillary Agreements, except those referred which the failure to in Section 3.01(b)obtain will not have a Material Adverse Effect. All such consents, all of which will waivers, authorizations and filings, except as set forth on Schedule 5.4, have been duly obtained, made obtained or complied with prior to the Effective Datemade. On or prior to the Effective Closing Date, each of this Agreement and the Related Documents Ancillary Agreements shall have been duly executed and delivered by for the benefit of or on behalf of the Company or its Subsidiaries, as the case may be, and each Transaction Party that is a party thereto and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Partythe Company or its Subsidiaries, to the extent they are parties thereto, enforceable against it them in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party the Receivables Seller of this Agreement and the execution, delivery and performance by each such Person 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 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 partytherein: (i) are within such Person’s powers's corporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iii) do not contravene any provision of such Person’s articles 's charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Person; and (vii) 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 DateClosing Date as provided Section 3.1(b). On The exercise by Receivables Purchaser 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 Receivables Purchaser, and subject to the Bankruptcy Code), except those which will have been duly obtained, made or complied with prior to the Effective Date, each Closing Date as provided in Section 3.1(b). Each of the Related Documents shall have to which the Receivables Seller is a party has been duly executed and delivered by each Transaction Party that is a party thereto it and on the Closing Date each such Related Document shall then constitute constitutes a legal, valid and binding obligation of such Transaction Party, it enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powerspower; (iib) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member or limited partnership action; (iiic) do not contravene any provision of such Person’s articles charter, bylaws or certificate of incorporation, certificate of formation, by-laws partnership or operating agreement, agreement as applicable; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents (and the Liens securing the Revolver Loan Obligations); and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those referred to in Section 3.01(b)3.1, all of which will have been duly obtained, made or complied with prior to the Effective Closing Date. On , (ii) the filings referred to in Section 4.25 and (iii) consents, authorizations, filings and notices obtained or prior made in the ordinary course of business (except with respect to the Effective Date, each incurrence and repayment of the Related 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 have been be duly executed and delivered by each Transaction Credit Party that is a party thereto and on the Closing Date and, each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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: (ia) are within such Person’s powers's corporate (or limited liability company) power; (iib) have been duly authorized by all necessary or proper corporate, corporate (or limited liability company) and shareholder (or limited liability company and shareholder and/or member or manager) action; (iiic) do not contravene any provision of such Person’s articles 's charter or certificate bylaws (or, in the case of incorporationany Credit Party that is a limited liability company, certificate of formation, by-laws or its operating agreement, as applicable); (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than Liens in favor of Term Agent for the benefit of Lender Group pursuant to the Loan Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b2.1(c), all of which will have been duly obtained, made or complied with prior to the Effective Closing Date. On or prior to the Effective Closing Date, each of the Related Loan Documents shall have been duly executed and delivered by each Transaction Credit Party that is a party thereto and on the Closing Date each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powerspower; (iib) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member or limited partnership action; (iiic) do not contravene any provision of such Person’s articles charter, bylaws or certificate of incorporation, certificate of formation, by-laws partnership or operating agreement, agreement as applicable; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those referred to in Section 3.01(b)3.1 of the Existing Credit Agreement, all of which will have been duly obtained, made or complied with prior to the Effective Closing Date. On , (ii) the filings referred to in Section 4.25 and (iii) consents, authorizations, filings and notices obtained or prior made in the ordinary course of business (except with respect to the Effective Date, each incurrence and repayment of the Related 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 have been be duly executed and delivered by each Transaction Credit Party that is a party thereto and on the Closing Date and, each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party the Servicer of this Agreement and the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein and therein and, solely with respect to clause (vii) below, the exercise by Buyereach of the Seller, the Purchasers or its assigns the Administrative Agent of any of its rights and remedies under any Related Document to which it is a party: (i) are within such Person’s powersthe Servicer's corporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iii) do not contravene any provision of such Person’s articles the Servicer's charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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 or any material, 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; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Personthe Servicer; and (vii) 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 Closing Date. On or prior to the Effective Closing Date, each of the Related Documents to which the Servicer is a party shall have been duly executed and delivered by each Transaction Party that is a party thereto the Servicer and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, the Servicer enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights and by general principles of equity.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party the Seller of this Agreement and the other Related Documents to which it is a party and party, the creation and perfection of all Transfers Liens and Liens ownership interests provided for herein 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 partytherein: (i) are within such Person’s powersthe Seller's corporate power; (ii) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iii) do not contravene any provision of such Person’s articles the Seller's charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) 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; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Personthe Seller or the Originator; and (vii) do not require the consent or approval of any Governmental Authority or any other Person, except those referred which have been duly obtained, made or complied with prior to the Closing Date as provided in Section 3.01(b). The exercise by each of the Seller, all 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 Effective DateClosing Date as provided in Section 3.01(b). On or prior to the Effective Closing Date, each of the Related Documents to which the Seller is a party shall have been duly executed and delivered by each Transaction Party that is a party thereto the Seller and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, the Seller enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws of general applicability affecting the enforcement of creditor's rights generally or by principles of equity.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by each Transaction Party of this Agreement Borrower and GCRC of the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powers's power; (iib) have been duly authorized by all necessary or proper corporate, limited liability company and shareholder and/or member corporate action; (iiic) do not contravene any provision of such Person’s articles 's charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (viig) 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 3.01(b2.1(b), all of which will have been duly obtained, made or complied with prior to the Effective Closing Date. On or prior Each of the Loan Documents to the Effective Date, which each of the Related Documents Borrower and GCRC is a party shall have been be duly executed and delivered by each Transaction Party that is a party thereto Borrower and on the Closing Date GCRC, as applicable, each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction PartyBorrower and GCRC, as applicable, enforceable against it in accordance with its termsterms and each Mortgage shall constitute a valid, 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 such term is defined in the Mortgage) other than the Select Real Property Assets.

Corporate Power; Authorization; Enforceable Obligations. The ------------------------------------------------------- execution, delivery and performance by each Transaction Credit Party of this Agreement and the other Related Loan Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein 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 partytherein: (ia) are within such Person’s powers's corporate power; (iib) have been duly authorized by all necessary or proper corporate, limited liability company corporate and shareholder and/or member action; (iiic) do not contravene any provision of such Person’s articles 's charter or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicablebylaws; (ivd) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (ve) 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; (vif) do not result in the creation or imposition of any Adverse Claim Lien upon any of the property of such PersonPerson other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (viig) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b2.1(c), all of which will have been -------------- duly obtained, made or complied with prior to the Effective Closing Date. On or prior to the Effective Date, each of the Related Loan Documents shall have been duly executed and delivered by each Transaction Credit Party that is a party thereto and on the Closing Date each such Related Loan Document shall then constitute a legal, valid and binding obligation of such Transaction Party, Credit Party enforceable against it in accordance with its terms.