Each of the U.S. Loan Parties has the corporate power and authority to execute, deliver and perform its obligations under the Loan Documents to which it is a party.

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.

Article #The Company has the corporate power and authority to execute, deliver and perform its obligations under the Loan Documents to which it is a 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.

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.

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.