Common use of Due Authorization Clause in Contracts

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of Guarantor has the Guarantors have full right, requisite power and authority (corporate, limited liability company or partnership, as applicable) to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective its obligations hereunder and thereunderhereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents this Agreement and the consummation by it of the transactions contemplated thereby hereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the SecuritiesSecurities and the Indenture and to perform their respective obligations under this Agreement, the Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder); and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full has the requisite right, power and authority to execute and deliver deliver, to the extent a party thereto, this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors Guarantor have full right, corporate power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective its obligations hereunder hereunder, including, without limitation, to issue, sell and thereunderdeliver the Securities (as applicable); and all action required to be taken by the Company and each Guarantor for the due and proper authorization, execution and delivery by it of each of the Transaction Documents this Agreement and the consummation by it of the transactions transaction contemplated thereby hereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “"Transaction Documents”") and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement Guarantees) (collectively, the “Transaction Documents”) to which it is a party and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents to which the Company and each of the Guarantors is a party and the due and proper authorization and consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Each of the Company and each of the Guarantors have full right, has the power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities Agreement and the Registration Rights Agreement (collectively, the “Transaction Documents”) Securities and to perform their respective its obligations hereunder and thereunder; , as applicable, and all action required to be taken for the due this Agreement has been duly authorized, executed and proper authorization, execution and delivery of delivered by each of the Transaction Documents Company and the consummation of the transactions contemplated thereby has been duly and validly takenGuarantors.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents to which they are a party and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Each of the Company and each of the Guarantors have Guarantor, as applicable, has full right, power and authority to execute and deliver this Agreement, the SecuritiesRegistration Rights Agreement, the Indenture (including each Guarantee set forth therein)DTC Agreement, the Securities, the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) Indenture and to perform their respective its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of this Agreement, the Transaction Documents Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) ), in each case, to the extent a party thereto, and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver deliver, as applicable, this Agreement, the Securities, Notes and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors Guarantor have full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each the Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Underwriting Agreement, the Securities, Notes and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have Subsidiary Guarantor has full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their its respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including including, with respect to the Guarantors, each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the SecuritiesSecurities (solely in the case of the Company), the Indenture (including each Guarantee set forth therein), the Exchange Securities ) and the Registration Rights Agreement credit agreement governing the new senior secured credit facilities (the “New Credit Agreement”) (collectively, the “Transaction Documents”) ), and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and (including the related Guarantees), the Registration Rights Agreement and the Credit Agreement Consent (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) Documents and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) ), to the extent it is a party thereto, and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Each of the Company and each of the Guarantors have Guarantor has full right, power and authority to execute and deliver this Agreement, the SecuritiesTerms Agreement, the Indenture (including each Guarantee set forth therein)Indenture, the Exchange Registered Securities and the Registration Rights Agreement related Guaranty (collectively, the “"Transaction Documents”") to the extent a party thereto and to perform their respective its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, each of the Securities, Transaction Documents to the Indenture (including extent each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) is a party thereto and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been (or, in the case of the Amended and Restated Credit Agreement, will on the Closing Date have been) duly and validly taken.

Due Authorization. The Each of the Company and each of the Guarantors have has full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) Documents and to perform their its respective obligations hereunder and thereunder; thereunder and all action required to be taken for consummate the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions Transactions contemplated thereby has been duly and validly takenhereby.

Due Authorization. The Each of the Company and each of the Guarantors have has full right, power and authority to execute and deliver this Agreement, the SecuritiesNotes or the Guarantees, as applicable, and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of this Agreement, the Transaction Documents Indenture, the Notes or the Guarantees, as applicable, and the consummation by it of the transactions contemplated thereby hereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities Guarantees and the Registration Rights Agreement Indenture (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the SecuritiesNotes or the Guarantees, as the case may be, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Each of the Company and each of the Guarantors have full right, has the corporate power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth the Guarantees provided for therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) ), to the extent it is a party, and to perform their its respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Each of the Company and each of the Guarantors have has full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee the Guarantees set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) ), to the extent it is a party thereto and to perform their its respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents to which it is a party and the consummation by each of them of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority (corporate or limited liability company, as applicable) to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, the corporate power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities Guarantees and the Registration Rights Agreement Indenture (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by them of each of the Transaction Documents and the consummation by them of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, has corporate power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (to the extent a party thereto) (collectively, the “Transaction Documents”) ), and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby by the Transaction Documents has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, the requisite corporate or partnership power and authority to execute and deliver this Agreement, the Securities, and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all corporate or partnership action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Each of the Company and each of the Guarantors have Subsidiary Guarantor has the full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement Indenture (collectively, the “Transaction Documents”) and to perform their its respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by each of the Company and the Subsidiary Guarantor of each of the Transaction Documents to which it is a party and the consummation by the Company and the Subsidiary Guarantor of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of Guarantor have the Guarantors have full right, power and authority to execute and deliver this Agreement, Agreement and the Securities, the Indenture Securities (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement related Guarantee) (collectively, the “Transaction Documents”) and to perform their respective its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents by the Company and each Guarantor and the consummation of the transactions contemplated hereby and thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) ), to the extent it is a party thereto, and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Subsidiary Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities (including the related Exchange Guarantees, as defined in the Registration Rights Agreement) and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have Subsidiary Guarantor has full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each the Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Subsidiary Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Subsidiary Guarantors have has the full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement Indenture (collectively, the “Transaction Documents”) and to perform their respective its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have Guarantor has full right, power and authority to execute and deliver this Agreement, the Indenture and the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by the Company and each Guarantor, respectively, of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby or by the Time of Sale Information and the Offering Memorandum has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Supplemental Indenture (together with the Base Indenture including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), each of the Exchange Securities Collateral Documents to the extent a party thereto, the Pari Passu Intercreditor Agreement and the Registration Rights Junior Intercreditor Agreement (collectively, the “Transaction Documents”) ), including granting the Liens and security interests to be granted by it pursuant to the Indenture and the Collateral Documents and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have Subsidiary Guarantor has full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “"Transaction Documents”") and to perform their its respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, the power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “"Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full rightall requisite corporate power, power capacity and authority to execute and deliver this Agreement, the SecuritiesNotes, the Indenture (including each Guarantee set forth therein), the Exchange Securities ) and the Registration Rights Agreement Credit Documents (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have Guarantor has full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, Guarantees to the “Transaction Documents”) extent a party thereto and to perform their respective its obligations hereunder and thereunderunder the Transaction Documents; and all action required to be taken for the due and proper authorization, execution and delivery of each of this Agreement, the Transaction Documents Securities and the Guarantees to the extent a party thereto and the consummation by it of the transactions contemplated thereby under the Transaction Documents has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have has full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each Each of the Guarantors and the Operating Partnership have full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each the Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.;

Due Authorization. The Company and each of the Guarantors have full right, corporate power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities (including the related Guarantees), and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have has full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) ), as applicable, and to perform their its respective obligations hereunder and thereunder, as applicable; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, the power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities Intercreditor Agreement and the Registration Rights Agreement Collateral Documents (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee the Guarantees set forth therein), each of the Exchange Securities Collateral Documents, to the extent a party thereto, and the Registration Rights Agreement Collateral Cooperation Agreement, to the extent a party thereto (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; , including granting the Liens and all action required security interests to be taken for granted by it pursuant to the due and proper authorization, execution and delivery of each of the Transaction Documents Indenture and the consummation of the transactions contemplated thereby has been duly and validly takenCollateral Documents.

Due Authorization. The Company and each the Guarantor have taken all action required to be taken for the due and proper authorization, execution and delivery of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each the Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken).

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver deliver, as applicable, this Agreement, the Securities, the Indenture (including each Guarantee of each of the Guarantors set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Supplemental Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action (corporate and other) required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has have been duly and validly taken.

Due Authorization. The Company and each of the Guarantors Guarantor have full the corporate right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each the Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “"Transaction Documents”") and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of Guarantor has the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement Indenture (collectively, the “Transaction Documents”) to which it is a party and to perform their respective obligations hereunder and thereunderunder the Transaction Documents; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, the requisite corporate or partnership power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective its obligations hereunder and thereunder; and all corporate or partnership action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and Securities, (including the related Guarantee), the Registration Rights Agreement, and the Credit Agreement Consent (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Subsidiary Guarantors have has the full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement Indenture (collectively, the “Transaction Documents”) and to perform their its respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by the Company and each of the Subsidiary Guarantors of each of the Transaction Documents to which it is a party and the consummation by the Company and such Subsidiary Guarantor of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the SecuritiesSecurities (including the Guarantees), and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents to which it is a party and the consummation by each of them of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have has full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken by the Company and each of the Guarantors for the due and proper authorization, execution and delivery of each of the Transaction Documents to which they are or are specified to be a party and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein)theSupplemental Indenture, the Exchange Securities (and the related guarantees) and the Registration Rights Agreement (to the extent a party thereto) (collectively, the “Transaction Documents”) ), and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby by the Transaction Documents has been duly and validly taken.

Due Authorization. The Company and each of the Subsidiary Guarantors have has the full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities Transaction Documents and the Registration Rights Merger Agreement (collectively, the “Transaction Documents”) and to perform their respective its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the Merger Agreement and the consummation of the transactions contemplated thereby Transactions has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors Guarantor have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement Indenture (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) and the New Credit Agreement and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents Documents, the New Credit Agreement and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Supplemental Indenture (including and each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, together with the Base Indenture, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full the corporate right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee the Guarantees set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and Securities, the Registration Rights Agreement and the Pledge Designation (as hereafter defined, and collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Each of the Company and each of the Guarantors have Guarantor has full rightright (legal, corporate or otherwise), power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement Guarantee) (collectively, the “"Transaction Documents”") and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Each of the Company and each of the Guarantors have Guarantor has full right, power and authority to execute and deliver deliver, as applicable, this Agreement, the SecuritiesIndenture, the Indenture (including each Guarantee set forth therein)Supplemental Indenture, the Exchange Securities Notes and the Registration Rights Agreement Guarantees (collectively, the “Transaction Documents”) and to perform their its respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors Guarantor have full right, all requisite corporate power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each the Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Subsidiary Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein)Subsidiary Guarantees, the Indenture, the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) ), as applicable, and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, all requisite corporate power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by the Company and each of the Guarantors of each of the Transaction Documents to which each is a party and the consummation by the Company and each of the Guarantors of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) ), and to perform their respective obligations hereunder and thereunderunder the Transaction Documents; and all action required to be taken by the Company and each of the Guarantors for the due and proper authorization, execution and delivery of each of the Transaction Documents to which they are a party and the consummation of the transactions contemplated thereby has or by the Registration Statement, the Time of Sale Information and the Prospectus have been duly and validly taken.

Due Authorization. The Company and each of the Subsidiary Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture Exchange Securities (including each Guarantee set forth therein)the related Exchange Guarantees, as defined in the Exchange Securities Registration Rights Agreement) and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, right power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement Base Indenture and the First Supplemental Indenture (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents to which the Company and each of the Guarantors is a party and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have the full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities Agreement and the Registration Rights Agreement (collectively, the “other Transaction Documents”) Documents and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby or by the Time of Sale Information and the Offering Memorandum has been duly and validly taken.

Due Authorization. The Company and each of the Subsidiary Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Subsidiary Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full organizational right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “"Transaction Documents”") and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby described therein has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) (to the extent party thereto) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors Guarantor have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee the Guarantees set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “"Transaction Documents”") and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors Guarantor have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities (including the related Guarantee) and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the SecuritiesIndenture, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectivelyAgreement, the “Transaction Documents”) Escrow Agreement, the Notes, the Guarantees and the Exchange Notes, as applicable, and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of by each of the Transaction Documents Company and the Guarantors of this Agreement and the consummation by it of the transactions sale of the Securities contemplated thereby hereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors Guarantor have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each the Guarantee set forth therein), each of the Exchange Securities Collateral Documents, to the extent a party thereto, and the Registration Rights Agreement Collateral Cooperation Agreement, to the extent a party thereto (collectively, the “Transaction Documents”) ), and to perform their respective obligations hereunder and thereunder; , including granting the Liens and all action required security interests to be taken for granted by it pursuant to the due and proper authorization, execution and delivery of each of the Transaction Documents Indenture and the consummation of the transactions contemplated thereby has been duly and validly takenCollateral Documents.

Due Authorization. The Company and each of the Guarantors each have full the corporate right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities Pledge Agreement and the Registration Rights Intercreditor Agreement (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have has full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture Securities (including each Guarantee set forth therein), the Exchange Securities ) and the Registration Rights Agreement Supplemental Indenture (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Subsidiary Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee (as defined below) set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have has full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and Securities, the Registration Rights Agreement and the Spin-Off Agreements (collectively, the “Transaction Documents”) ), as applicable, and to perform their its respective obligations hereunder and thereunder, as applicable; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, Securities and the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby or by the Time of Sale Information and the Prospectus has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, Agreement and the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) ), to the extent party thereto, and to perform their respective obligations hereunder and thereunder; and all corporate or limited liability company action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, the corporate or comparable power and authority to execute and deliver this Agreement, the Registration Rights Agreement, the Securities, the Indenture (including each Guarantee set forth therein), and the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by them of each of the Transaction Documents and the consummation by them of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Each of the Company and each of the Guarantors have has full right, power and authority to execute and deliver this Agreement, the SecuritiesNotes, the Indenture (including each Guarantee set forth therein), the Exchange Securities Guarantees and the Registration Rights Agreement Indenture (collectively, the “Transaction Documents”) ), as applicable, and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities Existing Credit Facility Amendment, the New ABL Facility and the Registration Rights Acquisition Agreement (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities ) and the Registration Rights Paying Agency Agreement (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

Due Authorization. The Company and each of the Guarantors Guarantor have full right, power and authority to execute and deliver deliver, as applicable, this Agreement, the Securities, Securities and the Indenture (including each the Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement ) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.