As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party.

As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary corporate or other organizational action on the part of such Loan Party.

As to each Loan Party and Parent, the execution, delivery, and performance by such Loan Party and Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party and Parent.

The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party has been duly authorized by all necessary corporate or other organizational action.

Each of the U.S. Loan Parties has taken all necessary corporate action to authorize the execution and delivery of and performance of its obligations under the Loan Documents to which it is a party.

Each Loan Party has the requisite power and authority to execute, deliver and perform the terms and provisions of each of the Loan Documents to which it is party and has taken all necessary actions to authorize the execution, delivery and performance by it of each such Loan Document. Each Loan Party has duly executed and delivered each of the Loan Documents to which it is party, each of such Loan Documents constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except to the effect of Applicable Laws of foreign jurisdictions as they relate to pledges of Equity Interests in Foreign Subsidiaries and Intercompany Debt owed by Foreign Subsidiaries.

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not # contravene the terms of any of such Person’s Organization Documents;

Each Loan Document to which each of the U.S. Loan Parties is party has been duly executed and delivered on behalf of each U.S. Loan Party party thereto.

Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents to which it is a party are within its corporate powers and have been duly authorized by all necessary action. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid and binding obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms (except as such enforceability may be limited by # applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, # general principles of equity (regardless of whether considered in a proceeding in equity or at law), and # requirements of reasonableness, good faith and fair dealing).

. The Loan Documents to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary corporate or other organizational action on the part of each such Loan Party. This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party 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, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law.