Each Credit Party has all necessary corporate or organizational power and authority and the legal right to make, deliver and perform the Credit Documents to which it is party and has taken all necessary limited liability company or corporate action to authorize the execution, delivery and performance by it of the Credit Documents to which it is party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority is required in connection with the borrowings hereunder or with the execution, delivery or performance of any Credit Document by any Credit Party (other than those which have been obtained) or with the validity or enforceability of any Credit Document against any Credit Party. Each Credit Document to which it is a party has been duly executed and delivered on behalf of such Credit Party. Each Credit Document to which it is a party constitutes a legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws 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).

Section # Corporate Power and Authority. Each Credit Party has all necessarythe corporate or other organizational power and authority and the legal right to make,execute, deliver and performcarry out the Creditterms and provisions of the Loan Documents to which it is party and has taken all necessary limited liability companycorporate or corporateother organizational action to authorize the execution, delivery and performance by it of the CreditLoan Documents to which it is party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority is required in connection with the borrowings hereunder or with the execution, delivery or performance of any Credit Document by anyEach Credit Party (other than those which have been obtained) or with the validity or enforceability of any Credit Document against any Credit Party. Each Credithas duly executed and delivered each Loan Document to which it is a party has been duly executed and delivered on behalf of such Credit Party. Each Crediteach Loan Document to which it is a party constitutes athe legal, valid and binding agreement and obligation of such Credit Party,Party enforceable against such Credit Party in accordance with its terms, except asto the extent that the enforceability thereof may be limited by applicable Debtor Relief Lawsbankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting the enforcement of creditors’ rights generally and by general equitable principles (whether(regardless of whether enforcement is sought by proceedings in equity or at law).

Power and Authority. Each Credit Party has all necessary corporate orthe organizational power and authority and the legal right to make,execute, deliver and perform the terms and provisions of each of the Credit Documents to which it is party and has taken all necessary limited liability company or corporateorganizational action to authorize the execution, delivery and performance by it of each of such Credit Documents. Borrower has duly executed and delivered each of the Credit Documents to which it is party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority is required in connection with the borrowings hereunder or with the execution, delivery or performance of any Credit Document by any Credit Party (other than those which have been obtained) or with the validity or enforceability of any Credit Document against any Credit Party. Each Credit Document to which it is a party has been duly executedparty, and delivered on behalfeach of such Credit Party. Each Credit Document to which it is a partyDocuments constitutes aits legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except asto the extent that the enforceability thereof may be limited by applicable Debtor Relief Lawsbankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting the enforcement of creditors’ rights generally and by general equitable principles (whether(regardless of whether enforcement is sought by proceedings in equity or at law).

. Each Credit Partyof the Company and its Subsidiaries has all necessarythe corporate or organizationalother power and authorityauthority, and the legal rightright, to make, deliver and perform the Credit Documents to which it is a party and to borrow hereunder and has taken all necessary limited liability company or corporate action to authorize the borrowings on the terms and conditions of this Agreement and the execution, delivery and performance by it of the Credit Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery or performance of any Credit Document by any Credit Party (other than those which have been obtained) or with thedelivery, performance, validity or enforceability of anythe Credit Documents. This Agreement has been, and each other Credit Document againstto which the Company or any Credit Party. Eachof its Subsidiaries is a party will be, duly executed and delivered on behalf of the Company or such Subsidiary, as the case may be. This Agreement constitutes, and each other Credit Document to which it is a party has been dulywhen executed and delivered on behalf of such Credit Party. Each Credit Document to which it is a party constituteswill constitute, a legal, valid and binding obligation of such Credit Party,the Company or any of its Subsidiaries party thereto enforceable against the Company or such Credit PartySubsidiary, as the case may be, in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Lawsbankruptcy, 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).

SECTION # Authorization; Enforceability. Each Credit Party has all necessary corporate orthe organizational right, power and authority and the legal right to make, deliver and perform the Credit Documents to which it is party and has taken all necessary limited liability company or corporate and other action to authorize the execution, delivery and performance by itof this Agreement and each of the Creditother Loan Documents to which it is party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority is required in connection with the borrowings hereunder or with the execution, delivery or performance of any Credit Document by any Credit Party (other than those which have been obtained) or with the validity or enforceability of any Credit Document against any Credit Party. Each Credit Document to which it is a party hasin accordance with their respective terms. This Agreement and each of the other Loan Documents have been duly executed and delivered on behalfby the duly authorized officers of sucheach Credit Party. Each Credit Document to which itParty that is a party thereto, and each such document constitutes athe legal, valid and binding obligation of sucheach Credit Party,Party that is a party thereto, enforceable against such Credit Party in accordance with its terms, except as such enforceability may be limited by applicablebankruptcy, insolvency, reorganization, moratorium or similar state or federal Debtor Relief Laws or similar laws affectingfrom time to time in effect which affect the enforcement of creditors’ rights generallyin general and by generalthe availability of equitable principles (whether enforcement is sought by proceedings in equity or at law).remedies.

. Each CreditBorrower Party has all necessary corporate or organizational power and authority and the legal right to make, deliver and perform the Credit Documents to which it is party and has taken all necessarypartnership, limited liability company or corporate actionpower, as applicable, and requisite authority to execute, deliver, and perform their respective obligations under, and to consummate the transactions contemplated in, this Credit Agreement, the Notes, and the other Loan Documents to be executed by it. Each Borrower Party is duly authorized to, and has taken all partnership, limited liability company and corporate action, as applicable, necessary to authorize each of them to execute, deliver, and perform their respective obligations under, and to consummate the execution, deliverytransactions contemplated in, this Credit Agreement, the Notes, and performance by it ofsuch other Loan Documents and are and will continue to be duly authorized to perform their respective obligations under this Credit Agreement, the Credit Documents to which it is party. No consent or authorization of, filing with, notice to orNotes, and such other act by or in respect of, any Governmental Authority is required in connection with the borrowings hereunder or with the execution, delivery or performance of any Credit Document by any Credit Party (other than those which have been obtained) or with the validity or enforceability of any Credit Document against any Credit Party. Each Credit Document to which it is a party has been duly executed and delivered on behalf of such Credit Party. Each Credit Document to which it is a party constitutes a legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws 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).Loan Documents.

Each Credit Party # has all necessary corporate or organizationalthe power and authority and the legal right to make,execute, deliver and perform this Credit Agreement and the other Credit Documents to which it is a party and to incur the obligations herein and therein provided for and to consummate the transactions contemplated herein and therein and # is duly authorized, and has takenbeen authorized by all necessary limited liability company or corporate actionaction, to authorizeexecute, deliver and perform this Credit Agreement and the execution, delivery and performance by it of theother Credit Documents to which it is party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority is required in connection with the borrowings hereunder or with the execution, delivery or performance of any Credit Document by any Credit Party (other than those which have been obtained) or with the validity or enforceability of any Credit Document against any Credit Party. Each Credit Document to which it is a party has been duly executed and delivered on behalf of such Credit Party. Each Credit Document to which it is a party constitutes a legal, validconsummate the transactions contemplated herein and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws 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).therein.