Common use of Power; Authorization; Enforceable Obligations Clause in Contracts

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or organizational power and authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. 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 extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a party, except (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effect. This Agreement has been, and each Loan Document will be, duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate limited liability company or other organizational power and authority authority, and the legal right, to make, deliver and perform its obligations under the Loan Documents to which it is a party and, in the case of each the Borrower, to obtain extensions of credit borrow hereunder. Each Loan Party has taken all necessary corporate limited liability company or organizational other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement. 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 on the part of or in respect of any Loan Party in connection with the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability delivery and performance by the Loan Parties party thereto of this Agreement or any of the other Loan Documents to which a Loan Party is a partyDocuments, except (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agentsuch consents, (ii) the authorizations, approvals, actions, filings and notices and filings which as have been duly obtained, taken, given obtained or made and are in full force and effect, (ii) the Borrowing Notices and any other notices required to be delivered by the Borrower under the Loan Documents, (iii) those the filings referred to in Section 4.19 and actions agreed by any other filings necessary to perfect the parties to be taken after Liens and security interests under the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and Security Documents, (iv) any consentordinary course of business filing of reports with the SEC pursuant to generally applicable securities laws and (v) those consents, authorizationauthorizations, filing filings, notices or noticeactions, where the failure of which to obtain any such consent or authorization or to make any such filing or give any such notice make, would not reasonably be expected to have a Material Adverse Effect. This Agreement has been, and each Each existing Loan Document will be, has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights or remedies generally Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has The execution, delivery and performance by the corporate or organizational power Borrower of this Agreement and authority to make, deliver and perform the Loan other Related Documents to which it is a party andparty, in and the case creation and perfection of each all Liens and ownership interests provided for herein and therein: (i) are within the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken ’s corporate power; (ii) have been duly authorized by all necessary corporate or organizational action to authorize the execution, delivery and performance other actions; (iii) do not contravene any provision of the Loan Documents Borrower’s certificate of incorporation or bylaws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority in any material respect; (v) do not contravene, or cause Borrower or any Originator to which it is a party andbe in default under, any contractual restriction contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note or other agreement or instrument binding on or affecting Borrower or such Originator or its property; (vi) do not result in the case creation or imposition of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. 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 extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or Adverse Claim upon any of the Loan Documents to which a Loan Party is a party, except (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor property of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given Borrower or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents any Originator; and (ivvii) any consent, authorization, filing or notice, except where the failure to obtain any or make such consent or authorization or to make any such filing or give any such notice would approval could not reasonably be expected to have a Material Adverse Effect, do not require the consent or approval of any Governmental Authority or any other Person, except those which have been duly obtained, made or complied with prior to the Effective Date as provided in Section 3.01(b). This Agreement has beenThe exercise by each of the Borrower, the Lenders, the Managing Agents or the Administrative Agent of any of its rights and each Loan remedies under any Related Document to which it is a party do not require the consent or approval of any Governmental Authority or any other Person, except those which will behave been duly obtained, made or complied with prior to the Closing Date as provided in Section 3.01(b). Each of the Related Documents to which the Borrower is a party shall have been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, by the Borrower and each other Loan such Related Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party thereto, the Borrower enforceable against each such Loan Party it in accordance with its terms, except subject, as enforceability may be limited by to enforceability, to (A) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforceability of creditors’ rights or remedies generally and by (B) general equitable principles (principles, whether enforcement is sought by proceedings applied in equity a proceeding at law or at law)in equity.

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate limited liability company or other organizational power and authority authority, and the legal right, to make, deliver and perform its obligations under the Loan Documents to which it is a party and, in the case of each the Borrower, to obtain extensions of credit borrow hereunder. Each Loan Party has taken all necessary corporate limited liability company or organizational other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement. 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 on the part of or in respect of any Loan Party in connection with the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability delivery and performance by the Loan Parties party thereto of this Agreement or any of the other Loan Documents to which a Loan Party is a partyDocuments, except (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agentsuch consents, (ii) the authorizations, approvals, actions, filings and notices and filings which as have been duly obtained, taken, given obtained or made and are in full force and effect, (ii) the Borrowing Notices, Reinvestment Notices and any other notices required to be delivered by the Borrower under the Loan Documents, (iii) those the filings referred to in Section 4.19 and actions agreed by any other filings necessary to perfect the parties to be taken after Liens and security interests under the Closing Date pursuant to and in accordance with the terms of the Collateral Security Documents and (iv) any consentthose consents, authorizationauthorizations, filing filings, notices or noticeactions, where the failure of which to obtain any such consent or authorization or to make any such filing or give any such notice make, would not reasonably be expected to have a Material Adverse Effect. This Agreement has been, and each Each existing Loan Document will be, has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or organizational power and authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. 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 extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a party, except (ia) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (iib) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iiic) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Security Documents and (ivd) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effect. This Agreement has been, and each Loan Document will be, duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Borrower and the Guarantors has the corporate or organizational power and authority authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each the Borrower, to obtain extensions of credit hereunder. Each Loan Party of the Borrower and the Guarantors has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by, by or in respect of, any Governmental Authority or any other Person is required in connection with the Refinancing and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a partyDocuments, except (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agentconsents, (ii) the authorizations, approvalsfilings and notices described in Schedule 3.4, actionswhich consents, authorizations, filings and notices and filings which have been duly obtained, taken, given obtained or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents effect and (ivii) any consent, authorization, filing or notice, where the failure filings referred to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effectin Section 3.19. This Agreement has been, and each Each Loan Document will be, has been duly executed and delivered on behalf of each Loan Party of the Borrower and the Guarantors party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party of the Borrower and the Guarantors party thereto, enforceable against each such Loan Party of the Borrower and the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party (a) The Borrower has the corporate or organizational power and authority authority, and the legal right, to make, deliver and perform this Agreement, the Revolving Credit Notes and the other Loan Documents to which it is a party and, in the case of each Borrower, and to obtain extensions of credit hereunder. Each Loan Party borrow hereunder and has taken all necessary corporate or organizational action to authorize the borrowings on the terms and conditions of this Agreement and the Revolving Credit Notes and to authorize the execution, delivery and performance of this Agreement, the Revolving Credit Notes and the other Loan Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other act by, by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a party, except (i) filings necessary to perfect Revolving Credit Notes or the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse EffectApplications. This Agreement has been, and each Loan Document Revolving Credit Note and the Applications will be, duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutes, and each Revolving Credit Note and each other Loan Document upon execution to which the Borrower is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, the Borrower enforceable against each such Loan Party the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (b) Each of the Subsidiary Guarantors has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and has taken all necessary action to authorize the execution, delivery and performance of the Loan 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, performance, validity or enforceability of the Loan Documents to which such Subsidiary Guarantor is a party. Each of the Loan Documents to which such Subsidiary Guarantor is a party will be duly executed and delivered on behalf of such Subsidiary Guarantor. Each Loan Document to which such Subsidiary Guarantor is a party will, when executed and delivered, constitute a legal, valid and binding obligation of such Subsidiary Guarantor enforceable against such Subsidiary Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, 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).

Power; Authorization; Enforceable Obligations. Each Loan Party Seller and the Guarantor has the corporate or organizational power and authority authority, and the legal right, to make, deliver and perform the Loan Transaction Documents to which it is a party and, in the case of each Borrower, to obtain extensions of credit hereunderparty. Each Loan Party Seller and the Guarantor has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of the Loan Transaction Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other act by, by or in respect of, of any Governmental Authority or any other Person is required in connection with the extensions of credit transactions hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a partyother Transaction Documents, except (ia) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agentconsents, (ii) the authorizations, approvalsfilings and notices described in Schedule 3.4, actionswhich consents, authorizations, filings and notices and filings which have been duly obtained, taken, given obtained or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents effect and (ivb) any consent, authorization, filing or notice, where the failure filings referred to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effectin Section 3.14. This Agreement Each Transaction Document has been, and each Loan Document will be, been duly executed and delivered on behalf of each Loan Party party theretothe relevant Seller and the Servicer and, in the case of the Guarantee, by the Guarantor. This Agreement constitutes, and each other Loan Transaction Document upon execution and delivery thereof will constitute, a legal, valid and binding obligation of each Loan Party party theretothe relevant Seller and the Servicer, enforceable against each such Loan Party Seller and the Servicer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). The Guarantee upon execution and delivery thereof will constitute a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, 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). This Agreement and the other Transaction Documents are in proper legal form under applicable law for the enforcement thereof against the respective Sellers, including under the laws of the jurisdiction of each Seller, to the extent applicable, to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement in such jurisdictions.

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or organizational power and authority authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each the Borrower, to obtain extensions of credit borrow hereunder. Each Loan Party has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by, by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a partyDocuments, except (i) consents, authorizations, filings necessary and notices described in Schedule 4.4 and filings of Uniform Commercial Code filings and filings with respect to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative AgentIntellectual Property, (ii) the authorizations, approvals, actions, notices and filings which such as have been duly obtained, taken, given obtained or made and are in full force and effect, and (iii) those filings and such consents, approvals, registrations, filings, or other actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice which would not be reasonably be expected to have a Material Adverse Effect. This Agreement has been, and each Each Loan Document will be, has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws relating to or affecting the enforcement of creditors’ rights or remedies generally and by to general equitable equity principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan The execution, delivery and performance by each Credit Party has of this Agreement and the corporate or organizational power and authority to make, deliver and perform the other Loan Documents to which it is a party and, in and the case creation by such Credit Party of each Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all Liens provided for herein and therein: (a) are within such Credit Party’s corporate power; (b) have been duly authorized by all necessary corporate or organizational action other action; (c) do not contravene or cause such Credit Party to authorize be in default under (i) any provision of such Credit Party’s articles or certificate of incorporation or bylaws, (ii) any contractual restriction contained in any indenture (other than the executionConvertible Senior Notes), delivery and performance loan or credit agreement, lease, mortgage, security agreement, bond, note or other agreement or instrument binding on or affecting such Credit Party or its property, or (iii) any law, rule, regulation, order, license requirement, writ, judgment, award, injunction, or decree applicable to, binding on or affecting such Credit Party or its property; (d) will not result in the creation or imposition of any Lien upon any of the property of such Credit Party or any Domestic Subsidiary thereof other than those in favor of the Agent or any Lender, all pursuant to the Loan Documents to which it is a party and, in Documents; and (e) do not require the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by, or in respect of, approval of any Governmental Authority or any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a partyPerson, except (i) filings necessary those referred to perfect the Liens on the Collateral granted by the Loan Parties in favor Section 2.1(d), all of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings which will have been duly obtained, taken, given made or made complied with prior to the Effective Date and which are in full force and effect. At or prior to the Effective Date, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms each of the Collateral Loan Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to shall have a Material Adverse Effect. This Agreement has been, and each Loan Document will be, been duly executed and delivered for the benefit of or on behalf of each Loan the Credit Party intended to be party thereto. This Agreement constitutes, thereto and each other Loan Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party theretosuch Credit Party, enforceable against each such Loan Credit Party in accordance with its terms, except subject, as enforceability may be limited by to enforceability, to (A) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforceability of creditors’ rights or remedies generally and by (B) general equitable principles (principles, whether enforcement is sought by proceedings applied in equity a proceeding at law or at law)in equity.

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties and Genicom Ltd. has the corporate or organizational other necessary power and authority authority, and the legal right, to make, deliver and perform the Loan Credit Documents to which it is a party andparty, and in the case of each the Borrower, to obtain extensions of credit borrow hereunder. Each Loan Party , and has taken all necessary corporate or organizational action to authorize the borrowings on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other similar act by, by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party or Genicom Ltd. in connection with the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Credit Documents to which a Loan Party such Person is a party, except for (i) consents, authorizations, notices and filings necessary described in Schedule 6.4, all of which have been obtained or made or have the status described in such Schedule 6.4 and (ii) filings to perfect the Liens on created by the Collateral granted by the Loan Parties in favor of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse EffectDocuments. This Credit Agreement has been, and each Loan other Credit Document will be, duly executed and delivered on behalf of each Loan Party of the Credit Parties and Genicom Ltd. that is a party thereto. This Credit Agreement constitutes, and each other Loan Credit Document upon execution to which any Credit Party or Genicom Ltd. is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, such Person enforceable against each such Loan Party Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate corporate, partnership, limited liability company or organizational other necessary power and authority authority, and the legal right, to makeexecute, deliver and perform the Loan Transaction Documents to which it is a party and, in the case of each the Borrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary corporate corporate, partnership or organizational limited liability action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Transaction Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other similar act by, by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a partyTransaction Documents, except for (i) consents, authorizations, notices and filings necessary disclosed in Schedule 5.02, all of which have been obtained or made, and (ii) filings to perfect the Liens on created by the Collateral granted by the Loan Parties in favor of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse EffectDocuments. This Agreement has been, and each Loan other Transaction Document to which Holdings or any of its Subsidiaries is a party will be, duly executed and delivered on behalf of each Loan Party party theretosuch Person. This Agreement constitutes, and each other Loan Transaction Document upon execution to which any Credit Party or Holdings is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Credit Party party theretothereto and, to the knowledge of Holdings and the Borrower enforceable against each such Loan Party Person in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights or remedies generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by general equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the corporate or organizational limited partnership power and authority authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, and to obtain extensions of credit hereunder. Each Loan Party borrow hereunder and has taken all necessary corporate or organizational limited partnership company action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party. With respect to each other Loan Party, such Loan Party has the limited liability company or corporate (as applicable) power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, and has taken all necessary limited liability company or corporate action (as applicable) to authorize the extensions execution, delivery and performance of credit on the terms and conditions of this AgreementLoan Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by, by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party the Borrower is a party, except (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effect. This Agreement has been, and each other Loan Document to which it is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutes, and each other Loan Document upon execution to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, the Borrower enforceable against each such Loan Party the Borrower in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting creditors’ ' rights or remedies generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or organizational requisite power and authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of each the Borrower, to obtain extensions of credit borrow hereunder. Each Loan Party has taken all necessary corporate or organizational other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to to, approval or other act by, by or in respect of, any Governmental Authority or any other Person is required in connection with (a) the extensions of credit borrowings hereunder or with the consummation of the Plan of Reorganization, (b) the execution, delivery, performance, validity or enforceability against any Loan Party of this Agreement or any of the other Loan Documents, (c) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (d) the perfection or maintenance of the Liens created under the Collateral Documents (including the second priority nature thereof) or (e) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to which a Loan Party is a partythe Collateral Documents, except except, in each case, (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agentconsents, (ii) the authorizations, approvalsfilings and notices described in Schedule 5.02. which consents, actionsauthorizations, filings and notices and filings which have been duly obtained, taken, given obtained or made and are in full force and effecteffect (except as noted on Schedule 5.02), (ii) the filings referred to in Section 5.18, (iii) those filings and actions agreed by in the parties to be taken after the Closing Date pursuant to and in accordance with the terms case of the Collateral Documents and (iv) any consent, authorization, approval, action, notice or filing from or noticewith a Person other than a Governmental Authority, where the failure to obtain any such consent have could not, individually or authorization or to make any such filing or give any such notice would not in the aggregate, reasonably be expected to have a Material Adverse EffectEffect and (iv) for matters that may be required after the Closing Date in the ordinary course of conducting the business of the Borrower or any Subsidiary thereof. This Agreement has been, and each Each Loan Document will be, has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights or remedies generally Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Borrower and its Restricted Subsidiaries has the corporate or organizational power and authority authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, and (in the case of each the Borrower, ) to borrow and obtain extensions the other Extensions of credit hereunder. Each Loan Party Credit hereunder and has taken all necessary corporate or organizational other action to authorize the Extensions of Credit on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to to, or other act by, by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions Extensions of credit Credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party the Borrower or any of its Restricted Subsidiaries is a party, party except (i) filings as may be necessary to perfect the Liens created pursuant to the Security Documents, except as described on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (ii) the authorizations, approvals, actions, notices Schedule 5.4 and filings except those which have been duly obtained, taken, given made or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effectwaived. This Agreement has been, and each other Loan Document will be, duly executed and delivered on behalf of the Borrower and each Loan Party of its Restricted Subsidiaries that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower and each Loan Party of its Restricted Subsidiaries that is a party thereto, thereto enforceable against the Borrower and each such Loan Party Restricted Subsidiary in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting creditors’ ' rights or remedies generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or organizational other necessary power and authority authority, and the legal right, to make, deliver and perform the Loan Credit Documents to which it is a party andparty, and in the case of each the Borrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary corporate or organizational other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other similar act by, by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with the borrowings or other extensions of credit hereunder hereunder, or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Credit Documents to which a Loan such Credit Party is a partyparty or with the consummation of the Transaction, except for (i) consents, authorizations, notices and filings necessary described in Schedule 6.4, all of which have been obtained or made or have the status described in such Schedule 6.4 and (ii) filings to perfect the Liens on created by the Collateral granted by the Loan Parties in favor of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse EffectDocuments. This Credit Agreement has been, and each Loan other Credit Document to which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document upon execution to which any Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party (a) The Borrower has the corporate or organizational power and authority authority, and the legal right, to make, deliver and perform this Agreement, the Revolving Credit Notes and the other Loan Documents to which it is a party and, in the case of each Borrower, and to obtain extensions of credit hereunder. Each Loan Party borrow hereunder and has taken all necessary corporate or organizational action to authorize the borrowings on the terms and conditions of this Agreement and the Revolving Credit Notes and to authorize the execution, delivery and performance of this Agreement, the Revolving Credit Notes and the other Loan Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other act by, by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a party, except (i) filings necessary to perfect Revolving Credit Notes or the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse EffectApplications. This Agreement has been, and each Loan Document Revolving Credit Note and the Applications will be, duly executed and delivered on behalf of each Loan Party party theretothe Borrower. This Agreement constitutes, and each Revolving Credit Note and each other Loan Document upon execution to which the Borrower is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, the Borrower enforceable against each such Loan Party the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (b) Each of the Subsidiary Guarantors has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and has taken all necessary action to authorize the execution, delivery and performance of the Loan 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, performance, validity or enforceability of the Loan Documents to which such Subsidiary Guarantor is a party. Each of the Loan Documents to which such Subsidiary Guarantor is a party will be duly executed and delivered on behalf of such Subsidiary Guarantor. Each Loan Document to which such Subsidiary Guarantor is a party will, when executed and delivered, constitute a legal, valid and binding obligation of such Subsidiary Guarantor enforceable against such Subsidiary

Power; Authorization; Enforceable Obligations. Each Loan Party of the Seller and the Guarantor has the corporate or organizational power and authority authority, and the legal right, to make, deliver and perform the Loan Transaction Documents to which it is a party and, in the case of each Borrower, and to obtain extensions of credit sell Scheduled Receivables hereunder. Each Loan Party of the Seller and the Guarantor has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of the Loan Transaction Documents to which it is a party and, in the case of each Borrower, and to authorize the extensions sale of credit Scheduled Receivables on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by, by or in respect of, of any Governmental Authority or any other Person is required in connection with the extensions sale of credit Scheduled Receivables hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a partyother Transaction Documents, except (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agentconsents, (ii) the authorizations, approvalsfilings and notices described in Schedule 3.4, actionswhich consents, authorizations, filings and notices and filings which have been duly obtained, taken, given obtained or made and are in full force and effect, (iii) those and the filings and actions agreed by referred to in Section 3.14. Each Transaction Document to which the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have Seller is a Material Adverse Effect. This Agreement party has been, and each Loan Document will be, been duly executed and delivered on behalf of each Loan Party the Seller. Each Transaction Document to which the Guarantor is a party theretohas been duly executed and delivered on behalf of the Guarantor. This Agreement constitutes, and each other Loan Transaction Document to which the Seller is a party upon execution and delivery thereof will constitute, a legal, valid and binding obligation of each Loan Party party theretothe Seller, enforceable against each such Loan Party the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). This Agreement constitutes, and each other Transaction Document to which the Guarantor is a party upon execution and delivery thereof will constitute, legal, valid and binding obligations of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, 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). This Agreement and the other Transaction Documents are in proper form under Liberian, the ▇▇▇▇▇▇▇▇ Islands, and Greek law for the enforcement thereof against the Seller and the Guarantor under the laws of Liberia, the ▇▇▇▇▇▇▇▇ Islands and Greece, as the case may be, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement in Liberia, the ▇▇▇▇▇▇▇▇ Islands, and Greece it is not necessary that this Agreement, any other Transaction Document or any other document relating thereto be filed or recorded with any court or other governmental authority or regulatory or public body in Liberia, the ▇▇▇▇▇▇▇▇ Islands, and Greece or that any stamp or similar tax be paid on or in respect of this Agreement, such other Transaction Documents or any other document relating thereto.

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or organizational other necessary power and authority authority, and the legal right, to make, deliver and perform the Loan Credit Documents to which it is a party andparty, and in the case of each the Borrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary corporate or organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other similar act by, by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Credit Documents to which a Loan such Credit Party is a party, except (i) for filings necessary to perfect the Liens on created by the Collateral granted by the Loan Parties in favor of the Administrative AgentDocuments, (ii) the and except for consents, authorizations, approvals, actions, filings or notices and filings which have been duly obtained, taken, given obtained or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effectmade. This Credit Agreement has been, and each Loan other Credit Document to which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document upon execution to which any Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). The amendments of the First Amended and Restated Credit Agreement reflected herein have been validly approved as required under Sections 11.6 and 11.6A of the First Amended and Restated Credit Agreement and such amendments are binding on the Lenders.

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate or organizational other necessary power and authority authority, and the legal right, to make, deliver and perform the Loan Credit Documents to which it is a party andparty, and in the case of each the Borrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary corporate or organizational other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Credit Agreement and to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other similar act by, by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with the borrowings or other extensions of credit hereunder or hereunder, with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Credit Documents to which a Loan such Credit Party is a partyparty or with the consummation of the Transaction, except for (i) consents, authorizations, notices and filings necessary described in Schedule 6.4, all of which have been obtained or made or have the status described in such Schedule 6.4, (ii) filings to perfect the Liens on the Collateral granted created by the Loan Parties in favor of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iviii) any consentconsents, authorizationauthorizations, filing filings, notices or notice, where other acts the failure to make or obtain any such consent or authorization or to make any such filing or give any such notice would could not reasonably be expected to have a Material Adverse Effect. This Credit Agreement has been, and each Loan other Credit Document to which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document upon execution to which any Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan such Credit Party party thereto, enforceable against each such Loan Party party in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ ' rights or remedies generally and by subject to general equitable principles (of equity, regardless of whether enforcement is sought by considered in proceedings in equity or at law)law and by an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each Loan Party Group Member (other than any Immaterial Subsidiary) has the corporate or organizational power and authority authority, and the legal right, to make, deliver and perform the Loan Documents and the Related Agreements to which it is a party and, in the case of each the Borrower, to obtain extensions of credit hereunderunder this Agreement and issue and sell the Senior Secured Notes. Each Loan Party Group Member (other than any Immaterial Subsidiary) has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of the Loan Documents and Related Agreements to which it is a party and, in the case of each the Borrower, to authorize the extensions of credit on under this Agreement and issue and sell the terms and conditions of this AgreementSenior Secured Notes. No consent or authorization of, filing with, notice to or other act by, by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit hereunder hereunder, the issuance and sale of the Senior Secured Notes or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a party, or Related Agreements except (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agentconsents, (ii) the authorizations, approvalsfilings and notices described in Schedule 4.4, actionswhich consents, authorizations, filings and notices and filings which have been duly obtained, taken, given obtained or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents effect and (ivii) any consent, authorization, filing or notice, where the failure filings referred to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effectin Section 4.19. This Each Loan Document and Related Agreement has been, and each Loan Document will be, been duly executed and delivered on behalf of each Loan Party Group Member party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a and each Related Agreement constitutes, the legal, valid and binding obligation of each Loan Party Group Member party thereto, enforceable against each such Loan Party Group Member in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or organizational power and authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. 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 extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a party, except (ia) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (iib) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iiic) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (ivd) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effect. This Agreement has been, and each Loan Document will be, duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Borrower and its Subsidiaries has the corporate or organizational power and authority authority, and the legal right, to makeexecute, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, and to obtain extensions of credit hereunder. Each Loan Party borrow hereunder and has taken all necessary corporate or organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party andparty. Except as set forth in Schedule 5.04, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No no consent or authorization of, filing with, notice to or other act by, by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party the Borrower or any of its Subsidiaries is a party, except (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effect. This Agreement has been, and each other Loan Document to which it is a party will be, duly executed and delivered on behalf of each Loan Party party theretothe Borrower and its Subsidiaries. This Agreement constitutes, and each other Loan Document upon execution to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party theretothe Borrower and its Subsidiaries, as the case may be, enforceable against each such Loan Party the Borrower and its Subsidiaries, as the case may be, in accordance with its respective terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting creditors’ ' rights or remedies generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or organizational power and authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of each the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. 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 extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a party, except (ia) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (iib) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iiic) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (ivd) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effect. This Agreement has been, and each Loan Document will be, duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Borrower Party has the corporate or organizational power and authority authority, and the legal right, to make, deliver and perform the Loan Financing Documents to which it is a party and, in the case of each Borrower, and to obtain extensions of credit hereunderand grant liens hereunder and thereunder. Each Loan Borrower Party has taken all necessary corporate or organizational action to authorize the execution, delivery delivery, and performance of the Loan Financing Documents to which it is a party andparty, in including the case granting of each Borrower, Liens pursuant to authorize the Financing Documents and the extensions of credit on the terms and conditions of this Agreementset forth herein. No consent or authorization of, filing with, notice to or other act by, by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability delivery and performance of this Agreement or any of the Loan Documents to which a Loan Financing Document by each Borrower Party that is a partyparty thereto, except (ia) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agentconsents, (ii) the authorizations, approvals, actions, filings and notices and filings which have been duly obtained, taken, given obtained or made and are in full force and effecteffect or that are described in Schedule 2, (iiib) those the filings referred to in Section 5.18 and (c) consents, authorizations, filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consentnotices which, authorizationif not obtained or made, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would could not reasonably be expected to have result in a Material Adverse Effect. This Agreement Each Financing Document has been, and each Loan Document will be, been duly executed and delivered on behalf of each Loan Borrower Party that is a party thereto. This Agreement constitutes, and each other Loan Each Financing Document upon execution will constitute, constitutes a legal, valid valid, and binding obligation of each Loan Borrower Party that is a party thereto, as applicable, enforceable against each such Loan Borrower Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws affecting the enforcement of creditors’ rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). The execution, delivery, and performance by each Borrower Party of each Financing Document to which it is a party does not require the approval or consent of any holder or trustee of any Indebtedness or other obligations of any Borrower Party which has not been obtained.

Power; Authorization; Enforceable Obligations. Each Loan Party has will have the corporate or organizational power and authority under its constitutive documents, and the legal right, to make, deliver and perform the Loan Documents to which it is a party andprior to the execution of any such Loan Documents. The Borrower has the power and authority under its constitutive documents, in and the case of each Borrowerlegal right, to obtain extensions of credit hereunder. Each Loan Party has will have taken all necessary corporate or organizational action under its constitutive documents to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in prior to the case execution of each Borrower, any such Loan Documents. The Borrower has taken all necessary organizational action under its constitutive documents to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by, by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a by or on behalf of the Loan Party is a partyParties, except (i) consents, authorizations, filings necessary and notices described in Schedule 4.4, which consents, authorizations, filings and notices shall be obtained or made and shall be in full force and effect prior to perfect the Liens on Initial Funding Date (except that no such filings will have been obtained or made with respect to certain real and personal property excluded from the Collateral granted by under the Loan Parties in favor of the Administrative Agent, Security Documents) and (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are referred to in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse EffectSection 4.19. This Agreement has been, and each other Loan Document as of its date will be, duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or organizational power and authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of each the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. 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 extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a party, except (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effect. This Agreement has been, and each Loan Document will be, duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party The Borrower has the corporate or organizational power and authority authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, and to obtain extensions of credit hereunder. Each Loan Party borrow hereunder and has taken all necessary corporate or organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other act by, by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party the Borrower is a partyparty other than those set forth on Schedule 6.4 thereto, except (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor all of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given obtained or made and are remain in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effect. This Agreement has been, and each other Loan Document to which it is a party will be, duly executed and delivered on behalf of the Borrower and each Loan Document to which any other Loan Party will be a party theretowill be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes, and each other Loan Document upon execution to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of each the Borrower enforceable against the Borrower in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. Each Loan Document to which any other Loan Party party theretois a party, if any, when executed and delivered will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting creditors’ ' rights or remedies generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each Loan Borrower Party has the corporate or organizational power and authority and the legal right to make, deliver and perform the each Loan Documents Document to which it is a party and, in and each Borrower has the case of each Borrower, power and authority to obtain extensions of credit hereunder. Each Loan Party borrow hereunder and has taken all necessary corporate or organizational action to authorize the borrowings on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of this Agreement and the other Loan Documents to which it any of them is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreementparty. No consent approval, consent, exemption or authorization of, filing with, notice to or other act by, by or in respect of, of any Governmental Authority is necessary or any other Person is required in connection with the extensions of credit borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents; PROVIDED, HOWEVER, that with respect to the obligations under the Casden Loan Documents (and so long as any such obligations remain outstanding) all approvals, consents, exemptions or authorizations of, filings with, notices to or other acts by or in respect of any Governmental Authority which a are necessary or required in connection with the Casden Acquisition, the borrowings under the Casden Loan Party is a partyDocuments or with the execution, delivery, performance, validity or enforceability of the Casden Loan Documents, or are advisable within the reasonable discretion of Administrative Agent, have been obtained, except where (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would approval will not reasonably be expected to have a Material Adverse EffectEffect and (ii) all applicable waiting periods have expired without any enforcement action being taken or threatened by any such Governmental Authority. This Agreement has been, and each The Loan Document will be, Documents have been duly executed and delivered on behalf of by each Loan Borrower Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitute a legal, valid and binding obligation of each Loan Party party theretosuch Borrower Party, enforceable against each such Loan Borrower Party in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws affecting the enforcement of creditors’ ' rights generally or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)relating to enforceability.

Power; Authorization; Enforceable Obligations. Each Loan Party of the Credit Parties has the corporate corporate, partnership, limited liability company or organizational other necessary power and authority authority, and the legal right, to makeexecute, deliver and perform the Loan Transaction Documents to which it is a party and, in the case of each Borrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary corporate corporate, partnership or organizational limited liability company action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Transaction Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other similar act by, by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a partyTransaction Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agentconsents, (ii) the authorizations, approvals, actions, notices and filings disclosed in SCHEDULE 5.02, all of which have been duly obtained, taken, given obtained or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, except where the failure to obtain any such consent do so, individually or authorization or to make any such filing or give any such notice would in the aggregate, could not reasonably be expected to have a Material Adverse Effect), and (ii) filings to perfect the Liens created by the Collateral Documents. This Agreement has been, and each Loan other Transaction Document to which the Parent Borrower or any of its Subsidiaries is a party will be, duly executed and delivered on behalf of each Loan Party party theretosuch Person. This Agreement constitutes, and each other Loan Transaction Document upon execution to which any Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Credit Party party thereto, enforceable against each such Loan Credit Party in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights or remedies generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by general equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party Group Member and EPE Holding Corporation has the corporate or organizational power and authority authority, and the legal right, to make, deliver and perform each Loan Document to which it is a party and the Loan Documents Acquisition Documentation to which it is a party and, in the case of each the Borrower, to obtain extensions of credit hereunder. Each Loan Party Group Member and EPE Holding Corporation has taken all necessary organizational, company or corporate or organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and the Acquisition Documentation to which it is a party and, in the case of each the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by, by or in respect of, any Governmental Authority or any other Person is required in connection with the Acquisition (or the other transactions contemplated thereby) and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a partyor of the Acquisition Documentation, except (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agentconsents, (ii) the authorizations, approvalsfilings and notices described in Schedule 4.4, actionswhich consents, authorizations, filings and notices and filings which have been duly obtained, taken, given obtained or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents effect and (ivii) any consent, authorization, filing or notice, where the failure filings referred to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effectin Section 4.19. This Agreement has been, and each Each Loan Document will be, and the Acquisition Documentation has been duly executed and delivered on behalf of each Loan Party Group Member party thereto, and EPE Holding Corporation, if applicable. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, and EPE Holding Corporation, if applicable, enforceable against each such Loan Party Party, and EPE Holding Corporation, if applicable, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or organizational The Borrower and each Subsidiary have full power and authority and the legal right to make, deliver and perform the Loan Credit Documents to which it is a party and, in the case of each Borrower, to obtain extensions of credit hereunder. Each Loan Party and has taken all necessary company, corporate or organizational partnership action to authorize the execution, delivery and performance by it of the Loan Credit Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other act by, by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit borrowings hereunder or with the execution, delivery, performance, delivery or performance of any Credit Document by the Borrower or any Subsidiary (other than those which have been obtained) or with the validity or enforceability of this Agreement any Credit Document against the Borrower or any Subsidiary (except such filings as are necessary in connection with the perfection of the Loan Documents Liens created by such Credit Documents) except to which a Loan Party is a party, except (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where extent that the failure to obtain any such consent or authorization or to make affect any such filing or give any such notice would not in the aggregate, reasonably be expected to have a Material Adverse Effect. This Agreement Each Credit Document to which the Borrower or any Subsidiary is a party has been, and each Loan Document will be, been duly executed and delivered on behalf of each Loan Party the Borrower or such Subsidiary. Each Credit Document to which it is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, constitutes a legal, valid and binding obligation of each Loan Party party thereto, the Borrower or such Subsidiary enforceable against each the Borrower or such Loan Party Subsidiary in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ ' rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party of --------------------------------------------- the Credit Parties has the corporate or organizational other necessary power and authority authority, and the legal right to makeexecute, deliver and perform the Loan Transaction Documents to which it is a party and, in the case of each the Borrower, to obtain extensions of credit hereunder. Each Loan Party , and has taken all necessary corporate or organizational action to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the Loan Transaction Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other similar act by, by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with the borrowings or other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a partyTransaction Documents, except (i) for consents, authorizations, notices and filings necessary to perfect the Liens on the Collateral granted by the Loan Parties disclosed in favor Schedule 5.04, all of the Administrative Agentwhich have been obtained or made, (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where ------------- the failure to obtain any such consent or authorization or to make any such filing or give any such notice consents would not reasonably be expected to have a Material Adverse Effect, and (iii) filings to perfect the Liens created by the Collateral Documents. This Agreement has been, and each Loan other Transaction Document to which any Credit Party is a party will be, duly executed and delivered on behalf of each Loan Party party theretosuch Person. This Agreement constitutes, and each other Loan Transaction Document upon execution to which any Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party party theretosuch Person, enforceable against each such Loan Party Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights or remedies generally and by general equitable principles of general applicability (whether enforcement is sought by proceedings in equity or at lawlaw or in admiralty).

Power; Authorization; Enforceable Obligations. Each Loan Party of the Borrower and its Subsidiaries has the corporate or organizational power and authority authority, and the legal right, to make, deliver and perform the Loan Financing Documents to which it is a party and, in the case of each the Borrower, to obtain extensions of credit borrow hereunder. Each Loan Party of the Borrower and its Subsidiaries has taken all necessary corporate or organizational action to authorize the Loan on the terms and conditions of this Agreement and the Note and to authorize the execution, delivery and performance by it of the Loan Financing Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to or other act by, by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by the Borrower or any of its Subsidiaries in connection with the extensions of credit Loan hereunder or with the execution, delivery, performance, delivery or performance by the Borrower or any of its Subsidiaries or the validity or enforceability of this Agreement with respect to or against the Borrower or any of its Subsidiaries, as the Loan case may be, of the Financing Documents to which a Loan Party the Borrower or such Subsidiary, as the case may be, is a party, except party (i) other than the filings necessary of Uniform Commercial Code financing statements in order to perfect the Liens on the Collateral granted security interest that can be perfected by the Loan Parties in favor such filings). Each of the Administrative AgentFinancing Documents, (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effect. This Agreement has been, and each Loan Document will be, duly when executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutesdelivered, and each other Loan Document upon execution will constitute, constitute a legal, valid and binding obligation of each Loan Party party theretoof the Borrower and its Subsidiaries, as the case may be, enforceable against each such Loan Party in accordance with its termsof them, as the case may be, to the extent that each of them is a party thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Loan Party Borrower and each Subsidiary Guarantor has the corporate corporate, partnership or organizational limited liability company (as applicable) power and authority to make, deliver and perform the Loan Documents to which it is a party and, and (in the case of each Borrower) to borrow hereunder, to obtain extensions of credit hereunder. Each Loan Party and has taken all necessary corporate or organizational other action necessary to be taken by it to authorize (a) (in the case of Borrower) the borrowings on the terms and conditions of this Agreement and the Notes, and (b) the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreementparty. No consent consent, waiver or authorization of, or filing with, notice to or other act by, or in respect of, with any Person (including without limitation any Governmental Authority or any other Person Authority) is required to be made or obtained by Borrower in connection with the extensions of credit borrowings hereunder or by Borrower or any Guarantor in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party it is a party, except (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effect. This Agreement has been, and each Loan Document Note and the Subsidiary Guaranty Agreement will be, duly executed and delivered on behalf of Borrower or each Loan Party party thereto. This Subsidiary Guarantor (as the case may be), and this Agreement constitutes, and each other Loan Document upon execution Note and Subsidiary Guaranty Agreement when executed and delivered hereunder will constitute, a legal, valid and binding obligation of each Loan Party party theretoBorrower or the Subsidiary Guarantors (as the case may be), enforceable against each such Loan Party Borrower or the Subsidiary Guarantors (as the case may be), in accordance with its terms, except as enforceability may be limited by applicable subject to the effect, if any, of bankruptcy, insolvency, reorganization, moratorium arrangement or other similar laws relating to or affecting creditors’ the rights or remedies of creditors generally and the limitations, if any, imposed by the general equitable principles (whether enforcement is sought by proceedings in of equity or at law)and public policy.

Power; Authorization; Enforceable Obligations. Each Loan Party of the Borrower and its Restricted Subsidiaries has the corporate or organizational power and authority authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, and (in the case of each the Borrower, ) to borrow and obtain extensions the other Extensions of credit hereunder. Each Loan Party Credit hereunder and has taken all necessary corporate or organizational other action to authorize the Extensions of Credit on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreementparty. No consent or authorization of, filing with, notice to to, or other act by, by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions Extensions of credit Credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party the Borrower or any of its Restricted Subsidiaries is a party, party except (i) filings as may be necessary to perfect the Liens created pursuant to the Security Documents, except as described on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (ii) the authorizations, approvals, actions, notices Schedule 6.4 and filings except those which have been duly obtained, taken, given made or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effectwaived. This Agreement has been, and each other Loan Document will be, duly executed and delivered on behalf of the Borrower and each Loan Party of its Restricted Subsidiaries that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower and each Loan Party of its Restricted Subsidiaries that is a party thereto, thereto enforceable against the Borrower and each such Loan Party Restricted Subsidiary in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting creditors’ ' rights or remedies generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each Loan Party Guarantor has the corporate or organizational power and authority to makeexecute, deliver and perform carry out the Loan terms and provisions of this Guarantee and the other SanDisk Tranche Operative Documents to which it is or will be a party and, in the case of each Borrower, to obtain extensions of credit hereunder. Each Loan Party and has taken all necessary corporate or organizational action (including without limitation any necessary consents of its shareholders) to authorize the execution, delivery and performance by Guarantor of this Guarantee and the Loan Documents other SanDisk Tranche Operative Documents. Guarantor has duly executed and delivered this Guarantee, and this Guarantee and each other SanDisk Tranche Operative Document to which it is a party andconstitutes (or upon the execution and delivery thereof, in the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. 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 extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a party, except (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have a Material Adverse Effect. This Agreement has been, and each Loan Document will be, duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute), a its legal, valid and binding obligation of each Loan Party party theretoobligation, enforceable against each such Loan Party in accordance with its terms, except as enforceability enforcement thereof may be limited by subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws law affecting creditors’ ' rights or remedies generally and by (ii) general equitable principles (of equity regardless of whether such enforcement is sought by proceedings in a proceeding in equity or at law). No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with (i) the execution, delivery and performance by Guarantor of this Guarantee or the other SanDisk Tranche Operative Documents to which Guarantor is a party or the consummation of any of the transactions contemplated hereby or thereby , or (ii) the legality, validity, binding effect or enforceability of this Guarantee or the other SanDisk Tranche Operative Documents to which Guarantor is a party, except for such orders, consents, approvals, licenses, authorizations, validations, filings, recordings or registrations contemplated by the SanDisk Tranche Operative Documents, each of which has been obtained or made as of the Document Closing Date.

Power; Authorization; Enforceable Obligations. Each Loan The execution, delivery and performance by each Credit Party has of this Agreement and the corporate or organizational power and authority to make, deliver and perform the other Loan Documents to which it is a party and, in and the case creation by such Credit Party of each Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all Liens provided for herein and therein: (a) are within such Credit Party’s corporate power; (b) have been duly authorized by all necessary corporate or organizational action other action; (c) do not contravene or cause such Credit Party to authorize be in default under (i) any provision of such Credit Party’s articles or certificate of incorporation or bylaws, (ii) any contractual restriction contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note or other agreement or instrument binding on or affecting such Credit Party or its property, or (iii) any law, rule, regulation, order, license requirement, writ, judgment, award, injunction, or decree applicable to, binding on or affecting such Credit Party or its property; (d) will not result in the execution, delivery and performance creation or imposition of any Lien upon any of the property of such Credit Party or any Subsidiary thereof other than those in favor of the Agent or any Lender, all pursuant to the Loan Documents to which it is a party and, in Documents; and (e) do not require the case of each Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by, or in respect of, approval of any Governmental Authority or any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a partyPerson, except (i) filings necessary those referred to perfect the Liens on the Collateral granted by the Loan Parties in favor Section 2.1(d), all of the Administrative Agent, (ii) the authorizations, approvals, actions, notices and filings which will have been duly obtained, taken, given made or made complied with prior to the Effective Date and which are in full force and effect. At or prior to the Effective Date, (iii) those filings and actions agreed by the parties to be taken after the Closing Date pursuant to and in accordance with the terms each of the Collateral Loan Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to shall have a Material Adverse Effect. This Agreement has been, and each Loan Document will be, been duly executed and delivered for the benefit of or on behalf of each Loan the Credit Party intended to be party thereto. This Agreement constitutes, thereto and each other Loan Document upon execution will constitute, shall then constitute a legal, valid and binding obligation of each Loan Party party theretosuch Credit Party, enforceable against each such Loan Credit Party in accordance with its terms, except subject, as enforceability may be limited by to enforceability, to (A) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforceability of creditors’ rights or remedies generally and by (B) general equitable principles (principles, whether enforcement is sought by proceedings applied in equity a proceeding at law or at law)in equity.

Power; Authorization; Enforceable Obligations. Each Loan Party of the Seller and the Guarantor has the corporate or organizational power and authority authority, and the legal right, to make, deliver and perform the Loan Transaction Documents to which it is a party and, in the case of each Borrower, and to obtain extensions of credit sell Scheduled Receivables hereunder. Each Loan Party of the Seller and the Guarantor has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of the Loan Transaction Documents to which it is a party and, in the case of each Borrower, and to authorize the extensions sale of credit Scheduled Receivables on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by, by or in respect of, of any Governmental Authority or any other Person is required in connection with the extensions sale of credit Scheduled Receivables hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which a Loan Party is a partyother Transaction Documents, except (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agentconsents, (ii) the authorizations, approvalsfilings and notices described in Schedule 3.4, actionswhich consents, authorizations, filings and notices and filings which have been duly obtained, taken, given obtained or made and are in full force and effect, (iii) those and the filings and actions agreed by referred to in Section 3.14. Each Transaction Document to which the parties to be taken after the Closing Date pursuant to and in accordance with the terms of the Collateral Documents and (iv) any consent, authorization, filing or notice, where the failure to obtain any such consent or authorization or to make any such filing or give any such notice would not reasonably be expected to have Seller is a Material Adverse Effect. This Agreement party has been, and each Loan Document will be, been duly executed and delivered on behalf of each Loan Party the Seller. Each Transaction Document to which the Guarantor is a party theretohas been duly executed and delivered on behalf of the Guarantor. This Agreement constitutes, and each other Loan Transaction Document to which the Seller is a party upon execution and delivery thereof will constitute, a legal, valid and binding obligation of each Loan Party party theretothe Seller, enforceable against each such Loan Party the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights or remedies generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). This Agreement constitutes, and each other Transaction Document to which the Guarantor is a party upon execution and delivery thereof will constitute, legal, valid and binding obligations of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, 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). This Agreement and the other Transaction Documents are in proper form under Liberian, ▇▇▇▇▇▇▇▇ Islands, and Greek law for the enforcement thereof against the Seller and the Guarantor under the laws of Liberia, the ▇▇▇▇▇▇▇▇ Islands and Greece, as the case may be, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement in Liberia, the ▇▇▇▇▇▇▇▇ Islands, and Greece it is not necessary that this Agreement, any other Transaction Document or any other document relating thereto be filed or recorded with any court or other governmental authority or regulatory or public body in Liberia, ▇▇▇▇▇▇▇▇ Islands, and Greece or that any stamp or similar tax be paid on or in respect of this Agreement, such other Transaction Documents or any other document relating thereto.

Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or organizational requisite power and authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrowerthe Borrowers, to obtain extensions of credit borrow hereunder. Each Loan Party has taken all necessary corporate or organizational other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrowerthe Borrowers, to authorize the extensions of credit borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to to, approval or other act by, by or in respect of, any Governmental Authority or any other Person is required in connection with (a) the extensions of credit borrowings hereunder or with the consummation of the 2015 Refinancing, (b) the execution, delivery, performance, validity or enforceability against any Loan Party of this Agreement or any of the other Loan Documents, (c) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (d) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (e) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to which a Loan Party is a partythe Collateral Documents, except except, in each case, (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agentconsents, (ii) the authorizations, approvalsfilings and notices described in Schedule 5.02, actionswhich consents, authorizations, filings and notices and filings which have been duly obtained, taken, given obtained or made and are in full force and effecteffect (except as noted on Schedule 5.02), (ii) the filings referred to in Section 5.18, (iii) those filings and actions agreed by in the parties to be taken after the Closing Date pursuant to and in accordance with the terms case of the Collateral Documents and (iv) any consent, authorization, -96- US-DOCS\97384607.24 approval, action, notice or filing from or noticewith a Person other than a Governmental Authority, where the failure to obtain any such consent have could not, individually or authorization or to make any such filing or give any such notice would not in the aggregate, reasonably be expected to have a Material Adverse EffectEffect and (iv) for matters that may be required after the Closing Date in the ordinary course of conducting the business of PKD or any Subsidiary thereof. This Agreement has been, and each Each Loan Document will be, has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights or remedies generally Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).