Common use of Authorization, Validity and Enforceability Clause in Contracts

Authorization, Validity and Enforceability. of this Agreement and the --------------------------------------------------------------------- Loan Documents. 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 Lender, Liens upon, and security interests in, the Collateral. Such 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. 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 execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. Each of this Agreement and the other Loan Documents has been duly executed and delivered by such Borrower, and constitutes the legal, valid and binding obligation of such Borrower, enforceable against it in accordance with its terms. Such Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents do 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 the Property of such Borrower or any of its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Borrower or any of its Subsidiaries is a party or which is binding upon it or its Property, (b) any judgment, law, statute, rule or governmental regulation applicable to such Borrower or any of its Subsidiaries, or (c) the Certificate of Incorporation or By-laws of such Borrower or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the --------------------------------------------------------------------- Loan Documents. Such 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 Lender, Lender Liens upon, upon and security interests in, in the Collateral. Such Borrower has and each of its Restricted Subsidiaries have taken all necessary corporate action (including, without limitation, including obtaining approval of its stockholders, stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan DocumentsDocuments 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 execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. Each of this This Agreement and the other Loan Documents has to which the Borrower or any of its Subsidiaries is a party have been duly executed and delivered by Borrower and such BorrowerSubsidiaries, and constitutes constitute the legal, valid and binding obligation obligations of Borrower and such BorrowerSubsidiaries to the extent a party thereto, enforceable against it in accordance with its termstheir respective terms (subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether that enforceability is considered in a proceeding at law or in equity)). Such 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 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 property of such 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 such Borrower or any of its Borrower's Subsidiaries is a party or which is binding upon it any of Borrower or its PropertyBorrower's Subsidiaries or any of their property, (b) any judgment, law, statute, rule or governmental regulation Requirement of Law applicable to such Borrower or any of its SubsidiariesSubsidiaries (other than any violation, conflict or breach which could not reasonably be expected to have a Material Adverse Effect), or (c) the Certificate certificate or articles of Incorporation incorporation or Byby-laws or the limited liability company or limited partnership agreement or other constitutive and organizational documents, as applicable, of such Borrower or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the --------------------------------------------------------------------- -------------------------------------------------------------------- Loan Documents. Such 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 Lender, Liens upon, Security Interest. Each Borrower and security interests in, the Collateral. Such 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 DocumentsDocuments to which it is party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Public Authority, and no consent of any other Person, is required in connection with such either Borrower's or the Parent's execution, delivery, and performance of this Agreement and the other Loan DocumentsDocuments 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 such Borrowereach Borrower and the Parent to the extent a party thereto, and constitutes the legal, valid and binding obligation of such each Borrower, and the Parent enforceable against it in accordance with its termsterms (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. Such 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 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 such Borrower either Borrower, the 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 contract, hypothec, mortgage, Lienlien, lease, agreement, indenture, or instrument to which such Borrower either Borrower, the Parent or any of its or their Subsidiaries is a party or which is binding upon it or its Propertyit, (b) any judgment, law, statute, rule or governmental regulation applicable to such Borrower either Borrower, the Parent or any of its or their Subsidiaries, or (c) the Certificate certificate or articles of Incorporation incorporation, amendment, continuation or By-amalgamation, or by- laws of such Borrower either Borrower, the 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 Documentsother Transaction Documents . Such 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 Lender, Agent Liens upon, upon and security interests in, in the Collateral. Such Each of the Borrower and Parent 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 DocumentsTransaction 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 such 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 Transaction Documents have been duly executed and delivered by the Borrower and Parent party thereto, and constitute the legal, valid and binding obligations of the Borrower and Parent, enforceable against each of the Borrower and Parent in accordance with their respective terms without defense, setoff or counterclaim. The Borrower's and Parent's execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. Each of this Agreement and the other Loan Documents has been duly executed and delivered by such Borrower, and constitutes the legal, valid and binding obligation of such Borrower, enforceable against it in accordance with its terms. Such Borrower's execution, delivery, and performance of this Agreement and the other Loan Transaction Documents do 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 the Property property of such Borrower Parent or any of its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Borrower Parent or any of its Subsidiaries is a party or which is binding upon it (except to the extent with respect to the foregoing such conflicts, violations, breaches or its Propertydefaults could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect), (b) any judgment, law, statute, rule or governmental regulation material Requirement of Law applicable to such Borrower Parent or any of its Domestic Subsidiaries, or (c) the Certificate certificate or articles of Incorporation incorporation or By-laws bylaws of such 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 DocumentsDocuments . Such 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 Lender, Liens upon, and security interests in, the Collateral. Such Borrower other Loan Documents has taken all necessary corporate corporate, limited liability company or partnership, as applicable, action (including, without limitation, including obtaining approval of its stockholdersshareholders, if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents. 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 execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. Each of this Agreement and the other Loan Documents has been duly executed and delivered by such Borrower, and constitutes the legal, valid and binding obligation of such Borrower, enforceable against it in accordance with its terms. Such Borrower's 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 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 and will not (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 such 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 Borrower Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it or its Propertyit, (b) any judgment, law, statute, rule or governmental regulation Requirement of Law applicable to Holdings, such Borrower Obligor or any of its Restricted Subsidiaries, or (c) the Certificate any Charter Documents of Incorporation or By-laws of Holdings, such Borrower 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. Such 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 Lender, Agent Liens upon, upon and security interests in, in the Collateral. Such The 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 DocumentsDocuments 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 execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. Each of this This Agreement and the other Loan Documents has have been duly executed and delivered by such the Borrower, and constitutes constitute the legal, valid and binding obligation obligations of such the Borrower, enforceable against it in accordance with its 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). Such 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 property of such 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 such the 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 its PropertyLiens that could not reasonably be expected to materially and adversely affect the Borrower), (b) any judgment, law, statute, rule or governmental regulation Requirement of Law applicable to such 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 certificate or articles of Incorporation incorporation or Byby-laws of such the Borrower or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and ----------------------------------------------------------------- the --------------------------------------------------------------------- Loan Documents. Such 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 Lender, Liens upon, and security interests in, the CollateralSecurity Interest. Such Each Borrower Party has taken all necessary corporate action (including, without limitation, obtaining approval of its stockholders, stockholders if necessaryapplicable) to authorize its execution, delivery, and performance of this Agreement and the other Loan DocumentsDocuments to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Public Authority, and no consent of any other Person, is required in connection with such Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. Each of this Agreement and the other Loan Documents has been duly executed and delivered by such Borrower, and constitutes the legal, valid and binding obligation of such Borrower, enforceable against it in accordance with its terms. Such 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 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 such 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 contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such any Borrower Party or any of its Subsidiaries is a party or which is binding upon it or its Propertyit, (b) any judgment, law, statute, rule or governmental regulation applicable to such any Borrower Party or any of its Subsidiaries, or (c) the Certificate certificate or articles of Incorporation incorporation, bylaws or By-laws other organizational documents of such any Borrower Party or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the --------------------------------------------------------------------- Loan Documents. Such 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 Lender, Agent Liens upon, upon and security interests in, in the CollateralCollateral owned by it. Such Borrower Each of such Loan Party and its Subsidiaries has taken all necessary corporate action (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 DocumentsDocuments 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 BorrowerLoan Party's or any of its Subsidiary's execution, delivery, delivery and performance of this Agreement and the other Loan DocumentsDocuments to which it is a party, except for the Final Bankruptcy Court Order and those orders already duly obtained. Each of this This Agreement and the other Loan Documents has have been duly executed and delivered by such Borrowereach of the Loan Parties and its Subsidiaries party thereto, and constitutes and, subject to the DIP Orders, constitute the legal, valid and binding obligation obligations of such Borrowereach of the Loan Parties and its Subsidiaries party thereto, enforceable against it each such Loan Party and its Subsidiaries in accordance with its termstheir respective terms without defense, set-off or counterclaim. Such BorrowerLoan Party's and Subsidiary's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not 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 property of such Borrower Loan Party or any of its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Borrower Loan Party or any of its Subsidiaries is a party or which is binding upon it or its Propertyto which the automatic stay provisions of the Bankruptcy Code do not apply, (b) any judgment, law, statute, rule or governmental regulation Requirement of Law applicable to such Borrower Loan Party or any of its SubsidiariesSubsidiaries (including, without limitation, any court order entered in the Case), or (c) the Certificate certificate or articles of Incorporation incorporation or Byby-laws laws, amendment, continuation, amalgamation or other organizational documents of such Borrower Loan Party or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the --------------------------------------------------------------------- Loan Documents. Such 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 Lender, Agent Liens upon, upon and security interests in, in the CollateralCollateral owned by it. Such Each of such Borrower and its Subsidiaries has taken all necessary corporate action (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 DocumentsDocuments 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, delivery and performance of this Agreement and the other Loan DocumentsDocuments to which it is a party, except for the Final Bankruptcy Court Order and those orders already duly obtained. Each of this This Agreement and the other Loan Documents has have been duly executed and delivered by such Borrowereach of the Borrowers and its Subsidiaries party thereto, and constitutes and, subject to the Orders, constitute the legal, valid and binding obligation obligations of such Borrowereach of the Borrowers and its Subsidiaries party thereto, enforceable against it each such Borrower and its Subsidiaries in accordance with its termstheir respective terms without defense, set-off or counterclaim. Such Borrower's and Subsidiary's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not 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 property of such Borrower or any of its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Borrower or any of its Subsidiaries is a party or which is binding upon it or its Propertyto which the automatic stay provisions of the Bankruptcy Code do not apply, (b) any judgment, law, statute, rule or governmental regulation Requirement of Law applicable to such Borrower or any of its SubsidiariesSubsidiaries (including, without limitation, any court order entered in the Case), or (c) the Certificate certificate or articles of Incorporation incorporation or Byby-laws of such Borrower or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and ------------------------------------------------------------------- the --------------------------------------------------------------------- Loan Documents. Such 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 Lender, Agent Liens upon, upon and security interests in, in the Collateral. Such Each Borrower has taken all necessary corporate action (including, without limitation, including obtaining approval of its stockholders, stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan DocumentsDocuments 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 execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. Each of this This Agreement and the other Loan Documents has have been duly executed and delivered by such each Borrower, and constitutes constitute the legal, valid and binding obligation obligations of such each Borrower, enforceable against it in accordance with its termstheir 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. Such Each Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents do 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 the Property property of such either Borrower or any of its their Subsidiaries or Envirosource by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such either Borrower or any of its Subsidiaries Envirosource is a party or which is binding upon it or its Propertyit, (b) any judgment, law, statute, rule or governmental regulation Requirement of Law applicable to such either Borrower or any of its Subsidiariestheir Subsidiaries or Envirosource, or (c) the Certificate certificate or articles of Incorporation incorporation or Byby-laws of Envirosource or any of its Subsidiaries. Each Affiliate of IMS has the corporate power and authority to execute, deliver and perform the Loan Documents entered into by such Borrower 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. Such 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 Lender, Liens upon, and security interests in, the CollateralSecurity Interest. Such The Borrower has taken all necessary corporate limited liability company action (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. 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 the Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for those described on Schedule 6.1 hereto, those already duly obtainedobtained and except where the failure to obtain such consent, approval, authorization or filing will not have a Material Adverse Effect. Each This Agreement has been, and as of this Agreement and the Closing Date the other Loan Documents has been will be duly executed and delivered by such the Borrower, and constitutes constitute or will constitute the legal, valid valid, and binding obligation of such Borrowerthe Borrower to the extent party thereto, enforceable against it the Borrower in accordance with its termstheir respective terms without defense, setoff, or counterclaim. Such 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 do 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 the Property of such 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 contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such the Borrower or any of its Subsidiaries Subsidiary is a party or which is binding upon it it, except (i) for those described on Schedule 6.1 hereto or its Property(ii) where such conflict, violation or default would not reasonably be expected to have a Material Adverse Effect (b) any judgment, law, statute, rule or governmental regulation applicable to such the Borrower or any of its SubsidiariesSubsidiary, except where such conflict, violation or default would not reasonably be expected to have a Material Adverse Effect or (c) Organizational Documents of the Certificate of Incorporation or By-laws of such Borrower or any of its SubsidiariesSubsidiary.

Authorization, Validity and Enforceability. of this Agreement and the --------------------------------------------------------------------- Loan Documents. Such 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 Lender, Liens upon, and security interests in, the Collateral. Such (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. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, Documents to which it is required in connection with such Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. Each of a party; (c) this Agreement and the other Loan Documents has to which it is a party have been duly executed and delivered by such each Borrower, and constitutes constitute the legal, valid and binding obligation obligations of such Borrower, enforceable against it in accordance with its terms. Such their respective terms and the terms of the Final Order, and (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 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 property of such Borrower or any of its Subsidiaries Borrower, by reason of the terms of (a1) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Borrower or any of its Subsidiaries is a party or which is binding upon it or its Property(including any of the foregoing entered into after the Filing Date), (b2) any judgment, law, statute, rule or governmental regulation Requirement of Law applicable to such Borrower or any of its SubsidiariesBorrower, or (c3) the Certificate certificate or articles of Incorporation incorporation or Byby-laws or the limited liability company or limited partnership agreement of 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. Such 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 Lender, Liens upon, and security interests in, the Collateral. Such Borrower other Loan Documents has taken all necessary corporate corporate, limited liability company or partnership, as applicable, action (including, without limitation, including obtaining approval of its stockholdersshareholders, if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents. 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 execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. Each of this Agreement and the other Loan Documents has been duly executed and delivered by such Borrower, and constitutes the legal, valid and binding obligation of such Borrower, enforceable against it in accordance with its terms. Such Borrower's 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 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 and will not (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 such 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 Borrower Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it or its Propertyit, (b) any judgment, law, statute, rule or governmental regulation Requirement of Law applicable to Holdings, such Borrower Obligor or any of its Restricted Subsidiaries, or (c) the Certificate any Charter Documents of Incorporation or By-laws of Holdings, such Borrower 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 foregoing other than pursuant to the ABL Intercreditor Agreement, the Monarch Acquisition Intercreditor Agreement and the MonarchREV Energy Acquisition Intercreditor Agreement, if any.