Common use of Authorization, Validity and Enforceability Clause in Contracts

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. The Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. The Borrower has taken all necessary corporate action (including without limitation, obtaining approval of its stockholders 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 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, except as the enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). The Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents do not and will not materially 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 material contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower is a party or which is binding upon it (except for Liens created under the Loan Documents and except for any conflicts, violations, breaches, defaults or Liens that could not reasonably be expected to materially and adversely affect the Borrower), (b) any Requirement of Law applicable to the Borrower or any of its Subsidiaries, the noncompliance with which could not reasonably be expected to result in a Material Adverse Effect or (c) the certificate or articles of incorporation or by-laws of the Borrower or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. The Borrower (a) Each Obligor party thereto (i) has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan DocumentsDocuments to which it is a party, to incur the Obligations, and to grant to the Agent Agent’s Liens upon and security interests in the Collateral. The Borrower (ii) has taken all necessary corporate corporate, limited liability company or partnership, as applicable, action (including without limitation, obtaining approval of its 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 each Obligor party thereto, and constitute the legal, valid and binding obligations of 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). (c) Each Obligor’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 have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations consummation of the BorrowerTransactions, enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). The Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents do not and will not materially (i) 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 (ax) any material contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower such Obligor or any of its Subsidiaries is a party or which is binding upon it (except for Liens created under the Loan Documents and except for any conflicts, violations, breaches, defaults or Liens that could not reasonably be expected to materially and adversely affect the Borrower)it, (by) any Requirement of Law applicable to the Borrower such Obligor or any of its Subsidiaries, or (z) any Charter Documents of such Obligor or any of its Subsidiaries or (ii) result in the noncompliance with which could imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor or any of its 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 result in have a Material Adverse Effect or (c) the certificate or articles of incorporation or by-laws of the Borrower or any of its Subsidiaries.Effect. 6.2

Authorization, Validity and Enforceability. of this Agreement and the --------------------------------------------------------------------- Loan Documents. The Borrower and each of its Restricted Subsidiaries has the -------------- corporate power and authority to execute, deliver and perform this Agreement and the other Loan DocumentsDocuments to which it is a party, to incur the Obligations, and to grant to the Agent Lender Liens upon and security interests in the Collateral. The Borrower has and each of its Restricted Subsidiaries have taken all necessary corporate action (including without limitation, obtaining approval of its stockholders 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 the Borrower or any of its Subsidiaries is a party have been duly executed and delivered by the BorrowerBorrower and such Subsidiaries, and constitute the legal, valid and binding obligations of Borrower and such Subsidiaries to the Borrowerextent a party thereto, enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by applicable terms (subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or other similar laws affecting creditors' rights generally and by to general principles of equity (regardless of whether enforcement that enforceability is sought considered in equity a proceeding at law or at lawin equity)). The Borrower's and each of its Restricted Subsidiaries' execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not materially conflict with, or constitute a violation or breach of, or constitute a default under, or (other than pursuant to the Loan Documents) result in the creation or imposition of any Lien upon the property of the Borrower or any of its Subsidiaries Subsidiaries, by reason of the terms of (a) any material contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower or any of Borrower's Subsidiaries is a party or which is binding upon it (except for Liens created under the Loan Documents and except for any conflicts, violations, breaches, defaults of Borrower or Liens that could not reasonably be expected to materially and adversely affect the Borrower)'s Subsidiaries or any of their property, (b) any Requirement of Law applicable to the Borrower or any of its SubsidiariesSubsidiaries (other than any violation, the noncompliance with conflict or breach which could not reasonably be expected to result in have a Material Adverse Effect Effect), or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement or other constitutive and organizational documents, as applicable, of the Borrower or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the Loan Documentsother Transaction Documents . The Each of the Borrower and Parent has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan DocumentsTransaction Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. The Each of the Borrower and Parent has taken all necessary corporate action (including without limitation, obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Transaction Documents to which it is a party. No consent, approval, exemption or authorization or other action of, or notice to, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with the execution, delivery or performance by, or enforcement against, the Borrower or Parent of this Agreement and the other Transaction Documents, except for those already duly obtained or made and except for the filing of (i) Uniform Commercial Code financing statements, Mortgages and security documents relating to Proprietary Rights in the appropriate governmental filing offices in order to perfect the Agent's Liens in certain of the Collateral, (ii) Uniform Commercial Code financing statements, mortgages and other security documents in the appropriate governmental filing offices in order to perfect the Liens granted under the Secured Sale/Leaseback Documents and (iii) the Sherwood-Related Merger Documents with the Secretaries of State for the states of Delaware and Connecticut in order to effectuate the Sherwood-Related Mergers. This Agreement and the other Loan Transaction Documents have been duly executed and delivered by the BorrowerBorrower and Parent party thereto, and constitute the legal, valid and binding obligations of the BorrowerBorrower and Parent, enforceable against it each of the Borrower and Parent in accordance with their respective termsterms without defense, except as the enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium setoff or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law)counterclaim. The Borrower's and Parent's execution, delivery, and performance of this Agreement and the other Loan Transaction Documents do not and will not materially 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 Parent or any of its Subsidiaries by reason of the terms of (a) any material contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower Parent or any of its Subsidiaries is a party or which is binding upon it (except for Liens created under to the Loan Documents and except for any extent with respect to the foregoing such conflicts, violations, breaches, breaches or defaults or Liens that could not individually or in the aggregate reasonably be expected to materially and adversely affect the Borrowerhave a Material Adverse Effect), (b) any material Requirement of Law applicable to the Borrower Parent or any of its Domestic Subsidiaries, the noncompliance with which could not reasonably be expected to result in a Material Adverse Effect or (c) the certificate or articles of incorporation or by-laws bylaws of the Borrower Parent or any of its Domestic Subsidiaries. Each borrowing of a Loan and issuance of a Letter of Credit or Credit Support and each delivery by the Borrower of a Borrowing Base Certificate constitutes a representation and warranty by the Borrower and Parent that, as of the date of such borrowing, issuance or delivery, as the case may be, the financial accommodations provided to the Borrower under this Agreement do not as of such date violate the borrowing limits set forth in the Indenture relating to the Senior Subordinated Notes (which as of the Closing Date is, with respect to the revolving line of credit portion of the Total Facility, 80% of the Borrower's accounts not more than 60 days past due plus 50% of the Borrower's inventory, each calculated in accordance with GAAP, (as provided in clause (a) of the second paragraph of Section 4.09 of such indenture) and, with respect to the Term Loans, $25,000,000 (as provided in clause (c) of the second paragraph of Section 4.09 of such indenture)).

Authorization, Validity and Enforceability. of this Agreement and the --------------------------------------------------------------------- Loan Documents. The Such Borrower has the corporate power and authority to execute, -------------- deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant to the Agent Lender, Liens upon upon, and security interests in in, the Collateral. The Such Borrower has taken all necessary corporate action (including including, without limitation, obtaining approval of its stockholders stockholders, if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it Documents. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is a partyrequired in connection with such Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. This Each of this Agreement and the other Loan Documents have has been duly executed and delivered by the such Borrower, and constitute constitutes the legal, valid and binding obligations obligation of the such Borrower, enforceable against it in accordance with their respective its terms, except as the enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). The Such Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents do not and will not materially 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 Property of the such Borrower or any of its Subsidiaries by reason of the terms of (a) any material contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the such Borrower or any of its Subsidiaries is a party or which is binding upon it (except for Liens created under the Loan Documents and except for any conflicts, violations, breaches, defaults or Liens that could not reasonably be expected to materially and adversely affect the Borrower)its Property, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to the such Borrower or any of its Subsidiaries, the noncompliance with which could not reasonably be expected to result in a Material Adverse Effect or (c) the certificate Certificate of Incorporation or articles of incorporation or byBy-laws of the such Borrower or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. The Borrower Holdings and each Obligor party to this Agreement and the other Loan Documents has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan DocumentsDocuments 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 Agent Liens upon and security interests in the Collateral. The Borrower other Loan Documents has taken all necessary corporate corporate, limited liability company or partnership, as applicable, action (including without limitation, obtaining approval of its stockholders shareholders, 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 the BorrowerHoldings and each Obligor party thereto, and constitute the legal, valid and binding obligations of the BorrowerHoldings and each such Obligor, enforceable against it in accordance with their respective terms, except as subject to the enforceability hereof and thereof may be limited by applicable effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium or and other similar laws Laws relating to or affecting creditors' ’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought considered in a proceeding in equity or at law)Law) and an implied covenant of good faith and fair dealing. The Borrower's Holdings’ and each Obligor’s execution, delivery, delivery and performance of this Agreement and the other Loan Documents to which it is a party, do not and will not materially (x) 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 material contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it (except for Liens created under the Loan Documents and except for any conflicts, violations, breaches, defaults or Liens that could not reasonably be expected to materially and adversely affect the Borrower)it, (b) any Requirement of Law applicable to the Borrower Holdings, such Obligor or any of its Restricted Subsidiaries, the noncompliance or (c) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case with which could not respect to clauses (a), (b) and (c) of this sentence, in any respect that would reasonably be expected to result in have a Material Adverse Effect or (cy) result in the certificate or articles imposition of incorporation or by-laws any Lien (other than the Liens created by the Security Documents) upon the property of the Borrower Holdings, such Obligor or any of its SubsidiariesRestricted Subsidiaries by reason of any of the foregoing other than pursuant to the ABL Intercreditor Agreement, the Monarch Acquisition Intercreditor Agreement and the MonarchREV Energy Acquisition Intercreditor Agreement, if any.

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. The Each of such Borrower and its Subsidiaries has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan DocumentsDocuments to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the CollateralCollateral owned by it. The Each of such Borrower and its Subsidiaries has taken all necessary corporate action (including including, without limitation, obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. 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 such Borrower's or any of its Subsidiary's execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, except for the Final Bankruptcy Court Order and those orders already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by each of the BorrowerBorrowers and its Subsidiaries party thereto, and and, subject to the Orders, constitute the legal, valid and binding obligations of each of the BorrowerBorrowers and its Subsidiaries party thereto, enforceable against it each such Borrower and its Subsidiaries in accordance with their respective termsterms without defense, except as the enforceability hereof set-off or counterclaim. Such Borrower's and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). The BorrowerSubsidiary's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not materially conflict with, or constitute a violation or breach of, or constitute a default under, or or, except for Liens created under the Loan Documents, result in the creation or imposition of any Lien upon the property of the such Borrower or any of its Subsidiaries by reason of the terms of (a) any material contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the such Borrower or any of its Subsidiaries is a party or which is binding upon it (except for Liens created under to which the Loan Documents and except for any conflicts, violations, breaches, defaults or Liens that could automatic stay provisions of the Bankruptcy Code do not reasonably be expected to materially and adversely affect the Borrower)apply, (b) any Requirement of Law applicable to the such Borrower or any of its SubsidiariesSubsidiaries (including, without limitation, any court order entered in the noncompliance with which could not reasonably be expected to result in a Material Adverse Effect Case), or (c) the certificate or articles of incorporation or by-laws of the such Borrower or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. The Subject to the entry by the Bankruptcy Court of the Final Order, (a) each Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, Documents to which it is a party and to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. The (b) each Borrower has taken all necessary corporate action (including without limitation, obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This ; (c) this Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by the each Borrower, and constitute the legal, valid and binding obligations of the such Borrower, enforceable against it in accordance with their respective termsterms and the terms of the Final Order, except as the enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). The d) each Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not materially conflict with, or constitute a violation or breach of, or constitute a default under, or (i) result in the creation or imposition of any Lien upon the property of the Borrower or any of its Subsidiaries such Borrower, by reason of the terms of (a1) any material contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the such Borrower is a party or which is binding upon it (except for Liens created under including any of the Loan Documents and except for any conflicts, violations, breaches, defaults or Liens that could not reasonably be expected to materially and adversely affect foregoing entered into after the BorrowerFiling Date), (b2) any Requirement of Law applicable to the Borrower or any of its Subsidiariessuch Borrower, the noncompliance with which could not reasonably be expected to result in a Material Adverse Effect or (c3) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of the such Borrower or (ii) conflict with, or constitute a violation of (1) any contract, mortgage, lease, agreement, indenture, or instrument to which such Borrower is a party or which is binding upon it and that was entered into after the Filing Date, except where such conflict, violation or breach would not reasonably be expected to have a Material Adverse Effect, (2) any Requirement of its SubsidiariesLaw applicable to such Borrower, except where such conflict, violation or breach would not reasonably be expected to have a Material Adverse Effect or (3) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Borrower.

Authorization, Validity and Enforceability. of this Agreement and ------------------------------------------------------------------- the Loan Documents. The Each Borrower has the corporate power and authority to ------------------- execute, deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. The Each Borrower has taken all necessary corporate action (including without limitation, obtaining approval of its stockholders 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 have been duly executed and delivered by the each Borrower, and constitute the legal, valid and binding obligations of the each Borrower, enforceable against it in accordance with their respective termsterms without defense, except setoff or counterclaim, except, with respect to enforceability, as the enforceability hereof and thereof may be limited affected by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law)equity. The Each Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents do not and will not materially 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 either Borrower or any of its their Subsidiaries or Envirosource by reason of the terms of (a) any material contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the either Borrower or Envirosource is a party or which is binding upon it (except for Liens created under the Loan Documents and except for any conflicts, violations, breaches, defaults or Liens that could not reasonably be expected to materially and adversely affect the Borrower)it, (b) any Requirement of Law applicable to the either Borrower or any of its Subsidiariestheir Subsidiaries or Envirosource, the noncompliance with which could not reasonably be expected to result in a Material Adverse Effect or (c) the certificate or articles of incorporation or by-laws of Envirosource or any of its Subsidiaries. Each Affiliate of IMS has the Borrower corporate power and authority to execute, deliver and perform the Loan Documents entered into by such Affiliate. Each Affiliate of IMS has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of the Loan Documents to which it is a party. Such Loan Documents have been duly executed and delivered by each Affiliate of IMS, and constitute the legal, valid and binding obligations of each such Affiliate, enforceable against it in accordance with their respective terms without defense, setoff or counterclaim, except, with respect to enforceability, as affected by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general principles of equity. The execution, delivery, and performance of the Loan Documents by each such Affiliate of IMS does not 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 any of their respective properties by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument, (b) any Requirement of Law, or (c) the certificate or articles of incorporation or by-laws of Envirosource or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. The Borrower Each of such Loan Party and its Subsidiaries has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan DocumentsDocuments to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the CollateralCollateral owned by it. The Borrower Each of such Loan Party and its Subsidiaries has taken all necessary corporate action (including including, without limitation, obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. 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 such Loan Party's or any of its Subsidiary's execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, except for the Final Bankruptcy Court Order and those orders already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by each of the BorrowerLoan Parties and its Subsidiaries party thereto, and and, subject to the DIP Orders, constitute the legal, valid and binding obligations of each of the BorrowerLoan Parties and its Subsidiaries party thereto, enforceable against it each such Loan Party and its Subsidiaries in accordance with their respective termsterms without defense, except as the enforceability hereof set-off or counterclaim. Such Loan Party's and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). The BorrowerSubsidiary's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not materially conflict with, or constitute a violation or breach of, or constitute a default under, or or, except for Liens created under the Loan Documents, result in the creation or imposition of any Lien upon the property of the Borrower such Loan Party or any of its Subsidiaries by reason of the terms of (a) any material contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower such Loan Party or any of its Subsidiaries is a party or which is binding upon it (except for Liens created under to which the Loan Documents and except for any conflicts, violations, breaches, defaults or Liens that could automatic stay provisions of the Bankruptcy Code do not reasonably be expected to materially and adversely affect the Borrower)apply, (b) any Requirement of Law applicable to the Borrower such Loan Party or any of its SubsidiariesSubsidiaries (including, without limitation, any court order entered in the noncompliance with which could not reasonably be expected to result in a Material Adverse Effect Case), or (c) the certificate or articles of incorporation or by-laws laws, amendment, continuation, amalgamation or other organizational documents of the Borrower such Loan Party or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the -------------------------------------------------------------------- Loan Documents. The Each Borrower and the Parent has the corporate power and authority to -------------- execute, deliver deliver, and perform this Agreement and the other Loan DocumentsDocuments to which it is party, to incur the Obligations, and to grant to the Agent Liens upon Security Interest. Each Borrower and security interests in the Collateral. The Borrower Parent has taken all necessary corporate action (including without limitation, obtaining approval of its stockholders 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 have been duly executed and delivered by the BorrowerNo consent, approval, or authorization of, or declaration or filing with, any Public Authority, and constitute no consent of any other Person, is required in connection with either Borrower's or the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). The BorrowerParent's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is party, except for those already duly obtained. Each of this Agreement and the other Loan Documents has been duly executed and delivered by each Borrower and the Parent to the extent a party thereto, and constitutes the legal, valid and binding obligation of each Borrower, and the Parent enforceable against it in accordance with its terms (subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights, and the discretion of courts as to the granting of equitable remedies such as specific performance and injunction) without defence, setoff or counterclaim. Each Borrower's and the Parent's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is party do not not, and will not materially 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 Property of either Borrower, the Borrower Parent or any of its or their Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any material contract, hypothec, mortgage, Lienlien, lease, agreement, indenture, or instrument to which either Borrower, the Borrower Parent or any of its or their Subsidiaries is a party or which is binding upon it (except for Liens created under the Loan Documents and except for any conflicts, violations, breaches, defaults or Liens that could not reasonably be expected to materially and adversely affect the Borrower)it, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to either Borrower, the Borrower Parent or any of its or their Subsidiaries, the noncompliance with which could not reasonably be expected to result in a Material Adverse Effect or (c) the certificate or articles of incorporation incorporation, amendment, continuation or by-amalgamation, or by- laws of either Borrower, the Borrower Parent or any of its Subsidiariesor their Subsidiaries or any shareholders agreement affecting it or its Property (or declaration having a like effect).

Authorization, Validity and Enforceability. of this Agreement and ----------------------------------------------------------------- the Loan Documents. The Each Borrower Party has the corporate power and authority to execute, ------------------ deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the CollateralSecurity Interest. The Each Borrower Party has taken all necessary corporate action (including including, without limitation, obtaining approval of its stockholders if necessaryapplicable) 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 have been duly executed and delivered by the BorrowerNo consent, approval, or authorization of, or declaration or filing with, any Public Authority, and constitute no consent of any other Person, is required in connection with the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). The Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents by any Borrower Party, 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 each Borrower Party and constitute the legal, valid and binding obligations of each Borrower Party, enforceable against it in accordance with their respective terms without defense, setoff, or counterclaim, except as may be limited by bankruptcy or insolvency laws or similar laws affecting creditors' rights generally or by general equitable principles. The execution, delivery, and performance of this Agreement and the other Loan Documents by each Borrower Party do not and will shall not materially 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 Property of the any Borrower Party or any of its Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) the Indenture or any material contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the any Borrower Party or any of its Subsidiaries is a party or which is binding upon it (except for Liens created under the Loan Documents and except for any conflicts, violations, breaches, defaults or Liens that could not reasonably be expected to materially and adversely affect the Borrower)it, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to the any Borrower Party or any of its Subsidiaries, the noncompliance with which could not reasonably be expected to result in a Material Adverse Effect or (c) the certificate or articles of incorporation incorporation, bylaws or by-laws other organizational documents of the any Borrower Party or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. The Borrower has the corporate requisite limited liability company power and authority to execute, deliver deliver, and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the CollateralSecurity Interest. The Borrower has taken all necessary corporate limited liability company action (including including, without limitation, obtaining any required approval of its stockholders if necessaryequity holders) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a partyDocuments. This Agreement and the other Loan Documents have been duly executed and delivered by the BorrowerNo consent, approval, or authorization of, or filing with, any Governmental Authority, and constitute no consent of any other Person, is required in connection with the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). The Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents do not Documents, except for those described on Schedule 6.1 hereto, those already duly obtained and except where the failure to obtain such consent, approval, authorization or filing will not materially have a Material Adverse Effect. This Agreement has been, and as of the Closing Date the other Loan Documents will be duly executed and delivered by the Borrower, and constitute or will constitute the legal, valid, and binding obligation of the Borrower to the extent party thereto, enforceable against the Borrower in accordance with their respective terms without defense, setoff, or counterclaim. The Borrower's execution, delivery, and performance of this Agreement does not, and the Borrower's and its Subsidiaries' execution, delivery and performance of the other Loan Documents 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 Property of the Borrower or any of its Subsidiaries Subsidiary (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any material contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower or any Subsidiary is a party or which is binding upon it it, except (except i) for Liens created under the Loan Documents and except for any conflictsthose described on Schedule 6.1 hereto or (ii) where such conflict, violations, breaches, defaults violation or Liens that could default would not reasonably be expected to materially and adversely affect the Borrower), have a Material Adverse Effect (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to the Borrower or any of its SubsidiariesSubsidiary, the noncompliance with which could except where such conflict, violation or default would not reasonably be expected to result in have a Material Adverse Effect or (c) the certificate or articles of incorporation or by-laws Organizational Documents of the Borrower or any of its SubsidiariesSubsidiary.

Authorization, Validity and Enforceability. of this Agreement and the Loan DocumentsDocuments . The Borrower Holdings and each Obligor party to this Agreement and the other Loan Documents has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan DocumentsDocuments 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 Agent Liens upon and security interests in the Collateral. The Borrower other Loan Documents has taken all necessary corporate corporate, limited liability company or partnership, as applicable, action (including without limitation, obtaining approval of its stockholders shareholders, 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 the BorrowerHoldings and each Obligor party thereto, and constitute the legal, valid and binding obligations of the BorrowerHoldings and each such Obligor, enforceable against it in accordance with their respective terms, except as subject to the enforceability hereof and thereof may be limited by applicable effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium or and other similar laws Laws relating to or affecting creditors' ’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought considered in a proceeding in equity or at law)Law) and an implied covenant of good faith and fair dealing. The Borrower's Holdings’ and each Obligor’s execution, delivery, delivery and performance of this Agreement and the other Loan Documents to which it is a party, do not and will not materially (x) 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 material contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it (except for Liens created under the Loan Documents and except for any conflicts, violations, breaches, defaults or Liens that could not reasonably be expected to materially and adversely affect the Borrower)it, (b) any Requirement of Law applicable to the Borrower Holdings, such Obligor or any of its Restricted Subsidiaries, the noncompliance with which could not 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 result in have a Material Adverse Effect or (cy) result in the certificate or articles imposition of incorporation or by-laws any Lien (other than the Liens created by the Security Documents) upon the property of the Borrower Holdings, such Obligor or any of its SubsidiariesRestricted Subsidiaries by reason of any of the foregoing.