Common use of Authorization, Validity and Enforceability Clause in Contracts

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. Each of the Borrower and each Guarantor has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which 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 and the Pledged Collateral. 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 Guarantor has taken all necessary 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 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 have been duly executed and delivered by the Borrower and each Guarantor, as applicable, and constitute the legal, valid and binding obligation of the Borrower and such Guarantor, as applicable, enforceable against it in accordance with their respective terms without defense, setoff or counterclaim. Neither the Borrower's nor any Guarantor's execution, delivery, and performance of the Loan Documents to which it is a Party do 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 the Borrower or any of its Subsidiaries is a party or which is binding upon it or therein, (b) any Requirement of Law applicable to the Borrower or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws, partnership agreement, or limited liability company agreement of the Borrower or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement ------------------------------------------------------------- and the Loan Documents. Each of the Borrower and each Guarantor has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which each is a partyDocuments, 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 and the Pledged CollateralSecurity Interest. 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 Guarantor has taken all necessary corporate action (including including, without limitation, obtaining approval of its stockholders if necessarystockholders) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which each is a party, as applicableDocuments. 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 the each Borrower's execution, delivery 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 have been duly executed and delivered by the each Borrower party thereto and each Guarantor, as applicable, and constitute constitutes the legal, valid and binding obligation of the Borrower and such Guarantor, as applicableBorrower, enforceable against it in accordance with their respective its terms without defense, setoff setoff, or counterclaim. Neither the Each Borrower's nor any Guarantor's execution, delivery, and performance of the this Agreement and such other Loan Documents to which it is a Party do or 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 the any 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, Lien, lease, agreement, indenture, or instrument to which the any Borrower or any of its Subsidiaries is a party or which is binding upon it or thereinit, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to the such Borrower or any of its Subsidiaries, or (c) the certificate corporate charter or articles By-Laws of incorporation or by-laws, partnership agreement, or limited liability company agreement of the such Borrower or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. Each of the The Borrower and each Guarantor has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents applicable to which each is a partyit, 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 and the Pledged CollateralSecurity Interest. Each Guarantor has the power and authority to grant to the Agent liens upon and security interests in the Guarantor Collateral. Each of the The Borrower and each Guarantor 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 applicable to which each is a party, as applicableit. 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 the Borrower's and each Guarantor's execution, delivery delivery, and performance of this Agreement and Borrower's or any Guarantor's execution, delivery and performance of the other Loan DocumentsDocuments applicable to it, except for those already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by the Borrower and each Guarantor, as applicable, Guarantor party thereto and constitute each constitutes the legal, valid and binding obligation of the Borrower and such each Guarantor, as applicable, enforceable against it in accordance with their respective its terms without defense, setoff setoff, or counterclaim. Neither the The Borrower's nor any and each Guarantor's execution, delivery, and performance of the this Agreement and such other Loan Documents applicable to which it is a Party do or 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 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, Lien, lease, agreement, indenture, or instrument to which the Borrower or any of its Subsidiaries is a party or which is binding upon it or thereinit, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to the Borrower or any of its Subsidiaries, or (c) the certificate corporate charter or articles of incorporation or byBy-laws, partnership agreement, or limited liability company agreement Laws of the Borrower or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the Loan Documents. Each of the such Borrower and each Guarantor its Subsidiaries has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which each it 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 and the Pledged Collateral. Each Guarantor has the power and authority to grant to the Agent liens upon and security interests in the Guarantor Collateralowned by it. Each of the such Borrower and each Guarantor 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 each it 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 such Borrower's or any of its Subsidiary's execution, delivery and performance of this Agreement and Borrower's or any Guarantor's execution, delivery and performance of the other Loan DocumentsDocuments 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 Borrower Borrowers and each Guarantorits Subsidiaries party thereto, as applicableand, and subject to the Orders, constitute the legal, valid and binding obligation obligations of each of the Borrower Borrowers and such Guarantor, as applicableits Subsidiaries party thereto, enforceable against it each such Borrower and its Subsidiaries in accordance with their respective terms without defense, setoff set-off or counterclaim. Neither the Such Borrower's nor any Guarantorand Subsidiary's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a Party party do or 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 of the 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 the such Borrower or any of its Subsidiaries is a party or which is binding upon it or thereinto which the automatic stay provisions of the Bankruptcy Code do not 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 Case), or (c) the certificate or articles of incorporation or by-laws, partnership agreement, or limited liability company agreement laws of the such Borrower or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the --------------------------------------------------------------------- Loan Documents. Each of the Borrower and each Guarantor of its Restricted Subsidiaries has the -------------- corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which each it is a party, as applicable. The Borrower has the power and authority to incur the Obligations, and to grant to the Agent Lender Liens upon and security interests in the Collateral and the Pledged Collateral. 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 Guarantor has of its Restricted Subsidiaries have taken all necessary 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 each it 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 the Borrower or any of its Subsidiaries is a party have been duly executed and delivered by the Borrower and each Guarantor, as applicablesuch Subsidiaries, and constitute the legal, valid and binding obligation obligations of the Borrower and such Guarantor, as applicableSubsidiaries to the extent a party thereto, enforceable against it in accordance with their respective terms without defense(subject to bankruptcy, setoff insolvency, reorganization, moratorium and other laws of general applicability relating to or counterclaimaffecting creditors' rights and to general principles of equity (regardless of whether that enforceability is considered in a proceeding at law or in equity)). Neither the Borrower's nor any Guarantor'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 party do or 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 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 its Borrower's Subsidiaries is a party or which is binding upon it any of Borrower or thereinBorrower'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, conflict or breach which could not reasonably be expected to have a Material Adverse Effect), or (c) the certificate or articles of incorporation or by-laws, partnership agreement, 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 Documents. Each of the Borrower and each Guarantor Party has the power and authority to execute, ------------------ deliver and perform this Agreement and the other Loan Documents to which each is a partyDocuments, 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 and the Pledged CollateralSecurity Interest. 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 Guarantor Party has taken all necessary 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 each it is a party, as applicable. 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 the Borrower's execution, delivery delivery, and performance of this Agreement and Borrower's or any Guarantor's execution, delivery and performance of the other Loan DocumentsDocuments 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 the each Borrower and each Guarantor, as applicable, Party and constitute the legal, valid and binding obligation obligations of the each Borrower and such Guarantor, as applicableParty, enforceable against it in accordance with their respective terms without defense, setoff 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. Neither the Borrower's nor any Guarantor's The execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a by each Borrower Party do or will not and 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 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 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 or thereinit, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to the any Borrower Party or any of its Subsidiaries, or (c) the certificate or articles of incorporation incorporation, bylaws or by-laws, partnership agreement, or limited liability company agreement other organizational documents of the any Borrower Party or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the Loan Documentsother Transaction Documents . Each of the Borrower and each Guarantor Parent has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Transaction Documents to which each it 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 and the Pledged Collateral. 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 Guarantor 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 each it is a party, as applicable. 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 Borrower's execution, delivery and or performance by, or enforcement against, the Borrower or Parent of this Agreement and Borrower's or any Guarantor's execution, delivery and performance of the other Loan Transaction Documents, except for those already duly obtainedobtained 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 Borrower and each Guarantor, as applicableParent party thereto, and constitute the legal, valid and binding obligation obligations of the Borrower and such Guarantor, as applicableParent, enforceable against it each of the Borrower and Parent in accordance with their respective terms without defense, setoff or counterclaim. Neither the The Borrower's nor any Guarantorand Parent's execution, delivery, and performance of this Agreement and the Loan other Transaction Documents to which it is a Party do or 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 the 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 the 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 thereindefaults could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect), (b) any material Requirement of Law applicable to the Borrower Parent or any of its Domestic Subsidiaries, or (c) the certificate or articles of incorporation or by-laws, partnership agreement, or limited liability company agreement 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. Each of the Borrower and each Guarantor Parent has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which each it 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 and the Pledged Collateral. 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 Guarantor 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 each it is a party, as applicable. 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 Borrower's execution, delivery and or performance by, or enforcement against, the Borrower or Parent of this Agreement and Borrower's or any Guarantor's execution, delivery and performance of the other Loan Documents, except for those already duly obtainedobtained or made and except for the filing of 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. This Agreement and the other Loan Documents have been duly executed and delivered by the Borrower and each Guarantor, as applicableParent party thereto, and constitute the legal, valid and binding obligation obligations of the Borrower and such Guarantor, as applicableParent, enforceable against it each of the Borrower and Parent in accordance with their respective terms without defense, setoff or counterclaim. Neither the The Borrower's nor any Guarantorand Parent's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a Party do or 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 the 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 the 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 thereindefaults could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect), (b) any material Requirement of Law applicable to the Borrower Parent or any of its Domestic Subsidiaries, or (c) the certificate or articles of incorporation or by-laws, partnership agreement, or limited liability company agreement laws 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 Indentures relating to the Senior Secured Notes and Senior Subordinated Notes (which as of the Closing Date is 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).

Authorization, Validity and Enforceability. of this Agreement and ------------------------------------------------------------------- the Loan Documents. Each of the Borrower and each Guarantor has the corporate power and authority to ------------------- execute, deliver and perform this Agreement and the other Loan Documents to which each is a partyDocuments, 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 and the Pledged Collateral. 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 Guarantor 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 each it 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 have been duly executed and delivered by the Borrower and each Guarantor, as applicableBorrower, and constitute the legal, valid and binding obligation obligations of the Borrower and such Guarantor, as applicableeach Borrower, 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. Neither the Each Borrower's nor any Guarantor's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a Party do or 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 the 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 the either Borrower or any of its Subsidiaries Envirosource is a party or which is binding upon it or thereinit, (b) any Requirement of Law applicable to the either Borrower or any of its Subsidiariestheir Subsidiaries or Envirosource, or (c) the certificate or articles of incorporation or by-lawslaws of Envirosource or any of its Subsidiaries. Each Affiliate of IMS has the corporate power and authority to execute, partnership 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 limited liability company agreement instrument, (b) any Requirement of Law, or (c) the Borrower 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. Each of the The Borrower and each Guarantor has the requisite limited liability company power and authority to execute, deliver deliver, and perform this Agreement and the other Loan Documents to which each is a partyDocuments, 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 and the Pledged CollateralSecurity Interest. Each Guarantor has the power and authority to grant to the Agent liens upon and security interests in the Guarantor Collateral. Each of the The Borrower and each Guarantor has taken all necessary 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 each is a party, as applicableDocuments. 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 delivery, and performance of this Agreement and the other Loan 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 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 or any Guarantorexecution, delivery, and performance of this Agreement does not, and the Borrower's and its Subsidiaries' execution, delivery and performance of the other Loan Documents, except for those already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by the Borrower and each Guarantor, as applicable, and constitute the legal, valid and binding obligation of the Borrower and such Guarantor, as applicable, enforceable against it in accordance with their respective terms without defense, setoff or counterclaim. Neither the Borrower's nor any Guarantor's execution, delivery, and performance of the Loan Documents to which it is a Party do or 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 contract, mortgage, Lien, lease, agreement, indenture, or instrument to which 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 therein(ii) where such conflict, violation or default would not reasonably be expected to 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, except where such conflict, violation or default would not reasonably be expected to have a Material Adverse Effect or (c) the certificate or articles of incorporation or by-laws, partnership agreement, or limited liability company agreement Organizational Documents of the Borrower or any of its SubsidiariesSubsidiary.

Authorization, Validity and Enforceability. of this Agreement and the -------------------------------------------------------------------- Loan Documents. Each of the Borrower and each the Guarantor has the power and authority -------------- to execute, deliver deliver, and perform this Agreement and the other Loan Documents to which each it is a party, as applicable. The Borrower has the power and authority to incur the ObligationsObligations or Guaranteed Obligations (as applicable), and to grant to the Agent Liens upon and security interests in the Collateral Security Interest. Each Borrower and the Pledged Collateral. 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 Guarantor 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 each it is a party, as applicable. 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 the Borrower's execution, delivery and performance of this Agreement and any 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 have been duly executed and delivered by the Borrower and each Guarantor, as applicable, and constitute the legal, valid and binding obligation of the Borrower and such Guarantor, as applicable, enforceable against it in accordance with their respective terms without defense, setoff or counterclaim. Neither the Borrower's nor any Guarantor'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 Guarantor to the extent a Party party thereto, and constitutes the legal, valid and binding obligation of each Borrower and the Guarantor 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 Guarantor's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is party do or 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 any Borrower or the Borrower Guarantor 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 any Borrower or the Borrower Guarantor or any of its or their Subsidiaries is a party or which is binding upon it or thereinit, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to any Borrower or the Borrower Guarantor or any of its or their Subsidiaries, or (c) the certificate or articles of incorporation incorporation, amendment, continuation or amalgamation, or by-laws, partnership agreement, laws of any Borrower or limited liability company agreement of the Borrower Guarantor or any of its Subsidiariesor their Subsidiaries or any shareholders agreement affecting it or its Property (or declaration having a like effect).