Common use of Authorization, Validity, and Enforceability of this Agreement and the Loan Documents Clause in Contracts

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings and each Obligor party to this Agreement and the other Loan Documents has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant the Collateral Agent’s Liens. Holdings and each Obligor party to this Agreement and the other Loan Documents has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize its execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Holdings and each Obligor party thereto, and constitute the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, do not (x) conflict with, or constitute a violation or breach of, the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted Subsidiaries, or (c) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoing.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings and each (a) Each Obligor party to this Agreement and the other Loan Documents thereto (i) has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant the Collateral Agent’s Liens. Holdings Liens and each Obligor party to this Agreement and the other Loan Documents (ii) has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, stockholders if necessary) to authorize its execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. . (b) This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Holdings and each Obligor party thereto, and constitute the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Lawlaw). (c) and an implied covenant of good faith and fair dealing. Holdings’ and each Each Obligor’s execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a party, and the consummation of the Transactions, do not and will not (xi) conflict with, or constitute a violation or breach of, the terms of (ax) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (by) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted Subsidiaries, or (cz) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect Subsidiaries or (yii) result in the imposition of any Lien (other than the Liens created by the Security Loan Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoing, except in the case of clause (i) or (ii) above, as would not reasonably be expected to have a Material Adverse Effect.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings and each Obligor party to this Agreement and the other Loan Documents has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant the Collateral Agent’s Liens. Holdings and each Obligor party to this Agreement and the other Loan Documents has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize its execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Holdings and each Obligor party thereto, and constitute the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, do not (x) conflict with, or constitute a violation or breach of, the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted Subsidiaries, or (c) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case, with respect to clauses (a), (b) and (c) of this sentence, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoingforegoing other than pursuant to the Initial Intercreditor Agreement.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings and each Obligor party to this Agreement and the other Loan Documents has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant the Collateral Agent’s Liens. Holdings and each Obligor party to this Agreement and the other Loan Documents has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize its execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Holdings and each Obligor party thereto, and constitute the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, do not (x) conflict with, or constitute a violation or breach of, the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted Subsidiaries, or (c) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each casecase with respect to clauses (a), (b) and (c) of this sentence, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoingforegoing other than pursuant to the ABL Intercreditor Agreement, if any.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings and each Obligor party to this Agreement and the other Loan Documents Each Borrower Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a partyparty and to grant to the Agent Liens upon and security interests in the Collateral with respect to which it has rights, title or ownership and each Borrower has the authority to incur the Obligations, and to grant the Collateral Agent’s Liens. Holdings and each Obligor party to this Agreement and the other Loan Documents Each Borrower Party has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, stockholders if necessary) to authorize its execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Holdings and each Obligor party theretoBorrower Party, and constitute the legal, valid and binding obligations of Holdings and each such ObligorBorrower Party, enforceable against it in accordance with their respective terms, subject to the effects of terms except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other or similar Laws relating to or laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at Law) and an implied covenant of good faith and fair dealinglaw). Holdings’ and each Obligor’s Each Borrower Party's execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a party, party do not (x) and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than the Liens created by this Agreement and the other Loan Documents) upon the property of the Parent or any of its Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, the Parent or such Obligor or any of its Restricted Subsidiaries Subsidiary is a party or which is binding upon it, (b) any Requirement of Law applicable to Holdings, such Obligor the Parent or any of its Restricted Subsidiaries, or (c) any Charter Documents the certificate or articles of Holdings, incorporation or by-laws or the limited liability company operating agreement or limited partnership agreement of such Obligor or any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoingBorrower Party.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings and each Obligor party to this Agreement and the other Loan Documents has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant the Collateral Agent’s Liens. Holdings and each Obligor party to this Agreement and the other Loan Documents has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize its execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Holdings and each Obligor party thereto, and constitute the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, do not (x) conflict with, or constitute a violation or breach of, the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted Subsidiaries, or (c) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case, with respect to clauses (a), (b) and (c) of this sentence, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoingforegoing other than pursuant to the Intercreditor Agreement.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings and each Obligor party to this Agreement and the other Loan Documents Each Credit Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents and Transaction Documents to which it is a party, to incur the its Obligations, and to grant to the Collateral Agent’s LiensApplicable Agents’ Liens upon and security interests in the Collateral. Holdings Each Credit Party has due power and each Obligor party to this Agreement capacity and the other Loan Documents has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, stockholders if necessary) to authorize its execution, delivery delivery, and performance of this Agreement and the other Loan Documents and Transaction Documents to which it is a party. This Agreement and the other Loan Documents and Transaction Documents to which it is a party have been duly executed and delivered by Holdings and each Obligor party theretoCredit Party, and constitute the legal, valid and binding obligations of Holdings and each such ObligorCredit Party, enforceable against it in accordance with their respective terms, subject to the effects of except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, winding upreceivership, moratorium or other laws affecting the rights and other similar Laws relating to or affecting creditors’ rights remedies of creditors generally and by general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealingprinciples. Holdings’ and each ObligorEach Credit Party’s execution, delivery delivery, and performance of this Agreement and the other Loan Documents and Transaction Documents to which it is a party, party do not (x) and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of any Credit Party or any of their respective Subsidiaries, by reason of the terms of (a) any contract, mortgage, standard security, pledge, assignation in security, hypothec, lease, agreement, indenture, or instrument to which Holdings, such Obligor any Credit Party or any of its Restricted their respective Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Holdings, such Obligor any Credit Party or any of its Restricted their respective Subsidiaries, or (c) the certificate or articles of incorporation, by-laws, the limited liability company agreement, limited partnership agreement, memorandum and articles of association or related shareholders’ agreement of any Charter Documents of Holdings, such Obligor Credit Party or any of its Restricted Subsidiariestheir respective Subsidiaries except, in each casethe case of clause (a) only, and without any qualification of the representation above as to the imposition of any Lien on any Collateral other than in any respect that would favor of the Applicable Security Agent, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoingEffect.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings and each Each Obligor party to this Agreement and the other Loan Documents has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant the Collateral Agent’s Liens. Holdings and each Each Obligor party to this Agreement and the other Loan Documents has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize its execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Holdings and each Obligor party thereto, and constitute the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Each Obligor’s execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, do not (x) conflict with, or constitute a violation or breach of, the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon itMaterial Indebtedness, (b) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted Subsidiaries, or (c) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in the case of this clause (c) and each caseof the foregoing clauses (a) and (b), in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoing.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings The Borrower and each Obligor party to this Agreement and member of the other Loan Documents has GTS Consolidated Group have the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a partyDocuments, to incur the Obligations, and to grant the Collateral Agent’s LiensSecurity Interest. Holdings The Borrower and each Obligor party member of the GTS Consolidated Group have taken all necessary corporate action (including, without limitation, obtaining approval of its stockholders) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents has taken all necessary corporateDocuments. No consent, limited liability company approval, or partnershipauthorization of, as applicableor declaration or filing with, action (including obtaining approval any Public Authority, and no consent of its shareholdersany other Person, if necessary) to authorize its is required in connection with the execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a partyby the Borrower or any member of the GTS Consolidated Group, except for those already duly obtained. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Holdings and each Obligor party thereto, the Borrower and constitute the legal, valid and binding obligations obligation of Holdings the Borrower and each such Obligormember of the GTS Consolidated Group, enforceable against it in accordance with their respective termsits terms without defense, subject to the effects of bankruptcysetoff, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealingcounterclaim. Holdings’ and each Obligor’s The execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a party, by the Borrower and each member of the GTS Consolidated Group do not (x) and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the Property of the Borrower or any member of the GTS Consolidated Group (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor the Borrower or any member of its Restricted Subsidiaries the GTS Consolidated Group is a party or which is binding upon it, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to Holdings, such Obligor the Borrower or any member of its Restricted Subsidiariesthe GTS Consolidated Group, or (c) any Charter Documents the Certificate or Articles of Holdings, such Obligor Incorporation or By-Laws of the Borrower or any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any member of the foregoingGTS Consolidated Group.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings Each of the Borrower and each Obligor party to this Agreement and the other Loan Documents Guarantor has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it each is a party, as applicable. The Borrower has the power and authority to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral Agent’s Liensand the Pledged Collateral. Holdings Each Guarantor has the power and authority to grant to the Agent liens upon and security interests in the Guarantor Collateral. Each of the Borrower and each Obligor party to this Agreement and the other Loan Documents Guarantor has taken all necessary corporate, limited liability company or partnership, as applicable, action (including without limitation, obtaining approval of its shareholders, stockholders if necessary) to authorize its execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it each is a party, as applicable. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with the Borrower's execution, delivery and performance of this Agreement and Borrower's or any Guarantor's execution, delivery and performance of the other Loan Documents, except for those already duly obtained. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Holdings the Borrower and each Obligor party theretoGuarantor, as applicable, and constitute the legal, valid and binding obligations obligation of Holdings the Borrower and each such ObligorGuarantor, as applicable, enforceable against it in accordance with their respective termsterms without defense, subject to setoff or counterclaim. Neither the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s Borrower's nor any Guarantor's execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a party, Party do not (x) or will conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of the Borrower or any of its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which Holdings, such Obligor the Borrower or any of its Restricted Subsidiaries is a party or which is binding upon itit or therein, (b) any Requirement of Law applicable to Holdings, such Obligor the Borrower or any of its Restricted Subsidiaries, or (c) any Charter Documents the certificate or articles of Holdingsincorporation or by-laws, such Obligor partnership agreement, or limited liability company agreement of the Borrower or any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoing.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings and each (a) Each Obligor party to this Agreement and the other Loan Documents thereto (i) has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant the Collateral Agent’s Liens. Holdings Liens and each Obligor party to this Agreement and the other Loan Documents (ii) has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, stockholders if necessary) to authorize its execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. . (b) This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Holdings and each Obligor party thereto, and constitute the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Lawlaw). (c) and an implied covenant of good faith and fair dealing. Holdings’ and each Each Obligor’s execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a party, and the consummation of the Transactions, do not and will not (xi) conflict with, or constitute a violation or breach of, the terms of (a1) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (b2) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted Subsidiaries, or (c3) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect Subsidiaries or (yii) result in the imposition of any Lien (other than the Liens created by the Security Loan Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoing, except, in the case of clauses (i) and (ii) above, as would not reasonably be expected to have a Material Adverse Effect.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings and each Obligor party to this Agreement and the other Loan Documents The Borrower has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, to conduct its business and own its property, and to grant to the Agent Liens upon and security interests in the Collateral Agent’s Liensin which it has rights. Holdings Each Guarantor has the power and each Obligor party authority to this Agreement execute, deliver and perform the other Loan Documents to which it is a party and to grant to the Agent Liens upon and security interests in the Collateral in which it has rights. Each Credit Party has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, stockholders if necessary) to authorize its execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and All of the other Loan Documents to which it is a party have been duly executed and delivered by Holdings and each Obligor party theretoCredit Party, and constitute the legal, valid and binding obligations of Holdings and each such ObligorCredit Party, enforceable against it in accordance with their respective terms, terms subject to the effects effect of any applicable bankruptcy, moratorium, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and reorganization or other similar Laws relating to or law affecting the enforceability of creditors’ ' rights generally and to the effect of general principles of equity which may limit the availability of equitable principles remedies (whether considered in a proceeding at law or in equity or at Law) and an implied covenant of good faith and fair dealingequity). Holdings’ and each Obligor’s Each Credit Party's execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a party, party do not (x) conflict with, or and will not constitute a violation or breach of, or result in the imposition of any Lien upon the property of the Borrower or any of its Subsidiaries by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument instrument, including, without limitation, the Note Indentures and the Securitization Documents, to which Holdings, such Obligor the Borrower or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Holdings, such Obligor the Borrower or any of its Restricted Subsidiaries, or (c) any Charter the Organizational Documents or Operating Documents of Holdings, such Obligor the Borrower or any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoing.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings and each Obligor party to this Agreement and the other Each Loan Documents Party has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, and to incur the Obligations, and to grant the Collateral Agent’s Liens. Holdings and each Obligor party to this Agreement and the other Each Loan Documents Party has taken all necessary corporate, limited liability company or partnership, as applicable, corporate action (including including, without limitation, obtaining approval of its shareholders, stockholders if necessary) to authorize its execution, delivery delivery, and performance of this Agreement and the other Loan Documents. No consent, approval, or authorization of, or filing with, any Public Authority, and no consent of any other Person, is required in connection with the Loan Party's execution, delivery, and performance of this Agreement and the other Loan Documents, except for the Interim Bankruptcy Court Order and the Final Bankruptcy Court Order. This Agreement and the other Loan Documents have been duly executed and delivered by the Loan Parties and constitute legal, valid and binding obligations of the Loan Parties, enforceable against each Loan Party in accordance with their respective terms without defense, setoff, or counterclaim except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity. Each Loan Party's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Holdings and each Obligor party thereto, and constitute the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, do not (x) and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the Property of the Borrower or any of its Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (ax) any contract, mortgage, lease, agreement, indenture, agreement or instrument to which Holdings, such Obligor the Borrower or any of its Restricted Subsidiaries is a party or which is binding upon itit (except to the extent that such conflicts, violations, breaches or defaults and any enforcement actions in respect thereof are stayed by virtue of the filing of the Chapter 11 Case), (by) any Requirement of Law judgment, law, statute, rule, court order (including, without limitation, any court order entered in the Chapter 11 Case) or governmental regulation applicable to Holdings, such Obligor the Borrower or any of its Restricted Subsidiaries, or (cz) any Charter Documents the Certificate or Articles of Holdings, such Obligor Incorporation or By- Laws or other charter documents of the Borrower or any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoing.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings and each Obligor party to this Agreement and the other (a) Such Loan Documents Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur and/or guaranty, as applicable, the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral Agent’s Liens. Holdings and each Obligor party to this Agreement and the other in which it has an interest. (b) Such Loan Documents Party has taken all necessary corporate, limited liability company corporate action or partnership, as applicable, other organizational action (including obtaining approval of its shareholders, stockholders or other equityholders if necessary) to authorize its execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. . (c) This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Holdings and each Obligor party theretosuch Loan Party, and constitute the legal, valid and binding obligations of Holdings and each such ObligorLoan Party, enforceable against it in accordance with their respective terms, terms (except as such enforceability may be subject to the effects of bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, winding uparrangement, moratorium voidable preference, fraudulent conveyance and other similar Laws laws relating to or affecting creditors’ the rights of creditors generally and except as the same may be subject to the effect of general equitable principles of equity). (whether considered in a proceeding in equity or at Lawd) and an implied covenant of good faith and fair dealing. Holdings’ and each ObligorSuch Loan Party’s execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, party do not (x) and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of such Loan Party (other than Liens granted by such Loan Party under any of the Loan Documents (as permitted hereunder and under the Intercreditor Agreement)) by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, indenture or instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries Loan Party is a party or which is binding upon itit to the extent such breach or violation would not have a Material Adverse Effect, (b) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted Subsidiaries, Loan Party or (c) any Charter Documents the certificate or articles of Holdingsincorporation, by laws or the limited liability company or limited partnership agreement or partnership agreement or other organizational documents of such Obligor or any of its Restricted SubsidiariesLoan Party, except, in each casethe case of the foregoing clause (a), in any respect that to the extent such breach or violation would reasonably be expected to not have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoingEffect.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings and each Obligor party to this Agreement and the other Loan Documents has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant the Collateral Agent’s Liens. Holdings and each Obligor party to this Agreement and the other Loan Documents has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize its execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Holdings and each Obligor party thereto, and constitute the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, do not (x) conflict with, or constitute a violation or breach of, the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted Subsidiaries, or (c) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each casecase with respect to clauses (a), (b) and (c) of this sentence, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoingforegoing other than pursuant to the ABL Intercreditor Agreement, the Monarch Acquisition Intercreditor Agreement and the REV Energy Acquisition Intercreditor Agreement, if any.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings and each Obligor party to this Agreement and the other Loan Documents The Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a partyDocuments, to incur the Obligations, and to grant the Collateral Agent’s LiensSecurity Interest. Holdings The Borrower has taken all necessary corporate action (including, without limitation, obtaining approval of its stockholders, if required) to authorize its execution, delivery, and each Obligor party to performance of this Agreement and the other Loan Documents has taken all necessary corporateDocuments. No consent, limited liability company approval, or partnershipauthorization of, as applicableor declaration or filing with, action (including obtaining approval any Public Authority, and no consent of its shareholdersany other Person, if necessary) to authorize its is required in connection with the Borrower's execution, delivery delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained and filings to perfect the Security Interest. This Agreement and the other Loan Documents have been duly executed and delivered by the Borrower and constitute the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms without defense, setoff, or counterclaim, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally. The Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Holdings and each Obligor party thereto, and constitute the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, do not (x) and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the Property of the Borrower or any of its Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor the Borrower or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to Holdings, such Obligor the Borrower or any of its Restricted Subsidiaries, or (c) any Charter Documents the Certificate or Articles of Holdings, such Obligor Incorporation or By-Laws of the Borrower or any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoing.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings and each Obligor party to this Agreement and the other Loan Documents has The Borrowers have the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, to conduct its business and own its property, and to grant to the Agent Liens upon and security interests in the Collateral Agent’s Liensin which it has rights. Holdings Each Guarantor has the power and each Obligor party authority to this Agreement execute, deliver and perform the other Loan Documents to which it is a party and to grant to the Agent Liens upon and security interests in the Collateral in which it has rights. Each Credit Party has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, stockholders if necessary) to authorize its execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and All of the other Loan Documents to which it is a party have been duly executed and delivered by Holdings and each Obligor party theretoCredit Party, and constitute the legal, valid and binding obligations of Holdings and each such ObligorCredit Party, enforceable against it in accordance with their respective terms, terms subject to the effects effect of any applicable bankruptcy, moratorium, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and reorganization or other similar Laws relating to or law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity which may limit the availability of equitable principles remedies (whether considered in a proceeding at law or in equity or at Lawequity). Except (in the case of clauses (a) and an implied covenant of good faith and fair dealing. Holdings’ and (b) below) as would not reasonably be expected to result in a Material Adverse Effect, each ObligorCredit Party’s execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a party, party do not (x) conflict with, or and will not constitute a violation or breach of, or result in the imposition of any Lien upon any property of the Borrowers or any of their Subsidiaries by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument instrument, including, without limitation, the Note Indentures, to which Holdings, such Obligor any Borrower or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Holdings, such Obligor any Borrower or any of its Restricted Subsidiaries, or (c) any Charter the Organizational Documents or Operating Documents of Holdings, such Obligor any Borrower or any of its Restricted Subsidiaries. Each Credit Party’s execution, in each case, in any respect that would reasonably be expected delivery and performance of the Loan Documents to have which it is a Material Adverse Effect or (y) party will not result in the imposition an obligation of any Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of Credit Party under any of the foregoingNote Indentures to secure any of the obligations under any of the Note Indentures with any of the Collateral.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings and each Obligor party to this Agreement and the other Loan Documents has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant the Collateral Agent’s Liens. Holdings and each Obligor party to this Agreement and the other Loan Documents has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize its execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Holdings and each Obligor party thereto, and constitute the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, do not (x) conflict with, or constitute a violation or breach of, the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted Subsidiaries, or (c) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each casecase with respect to clauses (a), (b) and (c) of this sentence, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoingforegoing other than pursuant to the ABL Intercreditor Agreement, the Monarch Acquisition Intercreditor Agreement, the REV Energy Acquisition Intercreditor Agreement and [**], if any.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings and each Each Obligor party to this Agreement and the other Loan Documents has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant the Collateral Agent’s Liens. Holdings and each Each Obligor party to this Agreement and the other Loan Documents has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize its execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Holdings and each Obligor party thereto, and constitute the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Each Obligor’s execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, do not (x) conflict with, or constitute a violation or breach of, the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted Subsidiaries, or (c) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoing.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings and each Obligor party to this Agreement and the other Loan Documents has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant the Collateral Agent’s Liens. Holdings and each Obligor party to this Agreement and the other Loan Documents has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize its execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Holdings and each Obligor party thereto, and constitute the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, do not (x) conflict with, or constitute a violation or breach of, the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted Subsidiaries, or (c) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each casecase with respect to clauses (a), (b) and (c) of this sentence, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoingforegoing other than pursuant to the ABL Intercreditor Agreement and [**], if any.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Holdings and each Obligor party to this Agreement and the other Loan Documents Each Borrower Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents and any Hedge Agreements to which it is a partyparty and to grant to the Agent Liens upon and security interests in the Collateral with respect to which it has rights, title or ownership and each Borrower has the authority to incur the Obligations, and to grant the Collateral Agent’s Liens. Holdings and each Obligor party to this Agreement and the other Loan Documents Each Borrower Party has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, stockholders if necessary) to authorize its execution, delivery delivery, and performance of this Agreement and the other Loan Documents and any Hedge Agreements to which it is a party. This Agreement and the other Loan Documents and any Hedge Agreements to which it is a party have been duly executed and delivered by Holdings and each Obligor party theretoBorrower Party, and constitute the legal, valid and binding obligations of Holdings and each such ObligorBorrower Party, enforceable against it in accordance with their respective terms, subject to the effects of terms except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other or similar Laws relating to or laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at Law) and an implied covenant of good faith and fair dealinglaw). Holdings’ and each Obligor’s Each Borrower Party's execution, delivery delivery, and performance of this Agreement and the other Loan Documents and Hedge Agreements to which it is a party, party do not (x) and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than the Liens created by this Agreement and the other Loan Documents) upon the property of the Parent or any of its Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, the Parent or such Obligor or any of its Restricted Subsidiaries Subsidiary is a party or which is binding upon it, (b) any Requirement of Law applicable to Holdings, such Obligor the Parent or any of its Restricted Subsidiaries, or (c) any Charter Documents the certificate or articles of Holdings, incorporation or by-laws or the limited liability company operating agreement or limited partnership agreement of such Obligor or any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoingBorrower Party.