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.

Each Loan Party has the requisite powerParty’s and authority to execute, delivereach Pledgor’s execution, delivery and perform the terms and provisions of eachperformance of the Loan Documents to which it is a party are within its corporate powers and has takenhave been duly authorized by all necessary actions to authorize the execution, delivery and performance by it of each such Loan Document.action. Each Loan Party has duly executed and delivered each of the Loan Documents to which it is party, each of such Loan DocumentsParty or Pledgor is a party constitutes itsthe legal, valid and binding obligation,obligation of such Loan Party or Pledgor, enforceable against such Loan Party or Pledgor in accordance with its terms, except toterms (except as such enforceability may be limited by # applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the effectrights of Applicable Lawscreditors generally, # general principles of foreign jurisdictions as they relate to pledgesequity (regardless of Equity Interestswhether considered in Foreign Subsidiariesa proceeding in equity or at law), and Intercompany Debt owed by Foreign Subsidiaries.# requirements of reasonableness, good faith and fair dealing).

EachAs to each Loan Party hasParty, the requisite powerexecution, delivery, and authority to execute, deliver and perform the terms and provisions of eachperformance by such Loan Party of the Loan Documents to which it is a party and has takenhave been duly authorized by all necessary actions to authorizeaction on 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, eachpart 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.Party.

EachAs to each Loan Party hasParty, the requisite powerexecution, delivery, and authority to execute, deliver and perform the terms and provisions of eachperformance by such Loan Party of the Loan Documents to which it is a party and has takenhave been duly authorized by all necessary actions to authorizecorporate or other organizational action on 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, eachpart 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.Party.

Each Loan Party has the requisite power and authority to execute, deliver and perform the terms and provisions of each of the. The Loan Documents to which it is partybe entered into by each Loan Party are within such Loan Party’s powers and has takenhave been duly authorized by all necessary actions to authorizecorporate or other organizational action on the execution, delivery and performance by itpart of each such Loan Document. Each Loan PartyParty. This Agreement has been duly executed and delivered by each of the Loan DocumentsParty and constitutes, and each other Loan Document to which itany Loan Party is to be a party, each ofwhen executed and delivered by such Loan Documents constitutes itsParty, will constitute, a legal, valid and binding obligation,obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, exceptsubject to the effectapplicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of Applicable Lawsequity, good faith and fair dealing, regardless of foreign jurisdictions as they relate to pledges of Equity Interestswhether considered in Foreign Subsidiaries and Intercompany Debt owed by Foreign Subsidiaries.a proceeding in equity or at law.

Each Loan PartyDocument 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 hasbeen duly executed and delivered by each ofLoan Party that is a party thereto and is the Loan Documents to which it is party, eachlegally valid and binding obligation of such Loan Documents constitutes its legal, valid and binding obligation,Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating 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.or limiting creditors’ rights generally.

EachAs to each Loan Party hasand Parent, the requisite powerexecution, delivery, and authority to execute, deliverperformance by such Loan Party and perform the terms and provisions of eachParent of the Loan Documents to which it is a party and has takenhave been duly authorized by all necessary actions to authorizeaction on 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, eachpart of such Loan Documents constitutes its legal, validParty 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.Parent.

Each Loan PartyDocument 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 hasbeen duly executed and delivered by each ofLoan Party that is a party thereto and is the Loan Documents to which it is party, eachlegally valid and binding obligation of such Loan Documents constitutes its legal, valid and binding obligation,Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating 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.or limiting creditors’ rights generally.

Each Loan PartyDocument 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 hasbeen duly executed and delivered by each ofLoan Party that is a party thereto and by Parent, to the Loan Documents to which itextent Parent is party, eacha party thereto, and is the legally valid and binding obligation of such Loan Documents constitutes its legal, validParty and binding obligation,Parent, enforceable against such Loan Party and Parent in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating 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.or limiting creditors' rights generally.

Each of the U.S. Loan PartyParties has the requisitecorporate power and authority to execute, deliver and perform the terms and provisions of each ofits obligations under 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.a party.