Each Credit Party has full power, authority and legal right to enter into this Agreement and the Other Documents and to perform all its respective Obligations hereunder and thereunder. This Agreement and the Other Documents have been duly executed and delivered by Credit Parties, and this Agreement and the Other Documents constitute the legal, valid and binding obligation of Credit Parties enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement and of the Other Documents (a) are within Credit Parties’ corporate powers, have been duly authorized by all necessary corporate action, are not in contravention of applicable law or the terms of Credit Parties’ by-laws, certificate of incorporation or other applicable documents relating to Credit Parties’ formation or to the conduct of Credit Parties’ business or of any material agreement or undertaking to which Credit Parties are a party or by which Credit Parties are bound, (b) will not conflict with or violate any applicable law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body or any other Person, except those Consents set forth on Schedule 5.1 hereto, all of which will have been duly obtained, made or compiled prior to the Closing Date and which are in full force and effect and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of Credit Parties under the provisions of any agreement, charter document, instrument, by-law or other instrument to which Credit Parties are a party or by which they or their property is a party or by which they may be bound, including without limitation, the Term Loan Documents and Acquisition Agreement.