Common use of Authorization, Validity and Enforceability Clause in Contracts

Authorization, Validity and Enforceability. of this Agreement and the --------------------------------------------------------------------- Loan Documents. Borrower and each of its Restricted Subsidiaries has the -------------- corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to Lender Liens upon and security interests in the Collateral. Borrower and each of its Restricted Subsidiaries have taken all necessary action (including 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 Borrower and such Subsidiaries, and constitute the legal, valid and binding obligations of Borrower and such Subsidiaries to the extent a party thereto, enforceable against it in accordance with their 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)). 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 (other than pursuant to the Loan Documents) result in the imposition of any Lien upon the property of Borrower or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which Borrower or any of Borrower's Subsidiaries is a party or which is binding upon any of Borrower or Borrower's Subsidiaries or any of their property, (b) any Requirement of Law applicable to Borrower or any of its Subsidiaries (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 or the limited liability company or limited partnership agreement or other constitutive and organizational documents, as applicable, of Borrower or any of its Subsidiaries.

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 Documents to which it is a partyDocuments, to incur the Obligations, and to grant to Lender the Agent Liens upon and security interests in the Collateral. The Borrower and each of its Restricted Subsidiaries have 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 to which the Borrower or any of its Subsidiaries is a party have been duly executed and delivered by Borrower and such Subsidiariesthe Borrower, and constitute the legal, valid and binding obligations of Borrower and such Subsidiaries to the extent a party theretoBorrower, enforceable against it in accordance with their respective terms (subject to terms, except as the enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general applicability relating to or affecting creditors' rights generally and to by general principles of equity (regardless of whether that enforceability enforcement is considered sought in a proceeding equity or at law or in equity)law). 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 (other than pursuant to the Loan Documents) 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, 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 of Borrower conflicts, violations, breaches, defaults 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 Subsidiaries (other than any violationSubsidiaries, conflict or breach the noncompliance with which could not reasonably be expected to have result in a Material Adverse Effect), Effect or (c) the certificate or articles of incorporation or by-laws or of the limited liability company or limited partnership agreement or other constitutive and organizational documents, as applicable, of Borrower or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the --------------------------------------------------------------------- Loan Documents. Subject to the entry by the Bankruptcy Court of the Final Order, (a) each Borrower and each of its Restricted Subsidiaries has the -------------- corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, party and to incur the Obligations, and to grant to Lender Liens upon and security interests in the Collateral. (b) each Borrower and each of its Restricted Subsidiaries have has taken all necessary action (including 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 the Borrower or any of its Subsidiaries it is a party have been duly executed and delivered by Borrower and such Subsidiarieseach Borrower, and constitute the legal, valid and binding obligations of Borrower and such Subsidiaries to the extent a party theretoBorrower, enforceable against it in accordance with their respective terms and the terms of the Final Order, and (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)). d) each 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 (other than pursuant to the Loan Documentsi) result in the imposition of any Lien upon the property of Borrower or any of its Subsidiariessuch Borrower, by reason of the terms of (a1) any material contract, mortgage, lease, agreement, indenture, or instrument to which such Borrower or any of Borrower's Subsidiaries is a party or which is binding upon it (including any of Borrower or Borrower's Subsidiaries or any of their propertythe foregoing entered into after the Filing Date), (b2) any Requirement of Law applicable to Borrower or any of its Subsidiaries (other than any violation, conflict or breach which could not reasonably be expected to have a Material Adverse Effect)such Borrower, or (c3) 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 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. Borrower Each of such Loan Party and each of its Restricted Subsidiaries has the -------------- corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to Lender the Agent Liens upon and security interests in the CollateralCollateral owned by it. Borrower Each of such Loan Party and each of its Restricted Subsidiaries have 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. This 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 the Borrower or any of its Subsidiaries it is a party 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 Borrower each of the Loan Parties and such Subsidiariesits Subsidiaries party thereto, and and, subject to the DIP Orders, constitute the legal, valid and binding obligations of Borrower each of the Loan Parties and such its Subsidiaries to the extent a party thereto, enforceable against it each such Loan Party and its Subsidiaries in accordance with their respective terms (subject to bankruptcywithout defense, insolvency, reorganization, moratorium and other laws of general applicability relating to set-off 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))counterclaim. BorrowerSuch Loan Party's and each of its Restricted Subsidiaries' 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 (other than pursuant to constitute a default under, or, except for Liens created under the Loan Documents) , result in the creation or imposition of any Lien upon the property of Borrower such Loan Party 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 Borrower such Loan Party or any of Borrower's its Subsidiaries is a party or which is binding upon any it to which the automatic stay provisions of Borrower or Borrower's Subsidiaries or any of their propertythe Bankruptcy Code do not apply, (b) any Requirement of Law applicable to Borrower such Loan Party or any of its Subsidiaries (other than including, without limitation, any violation, conflict or breach which could not reasonably be expected to have a Material Adverse Effectcourt order entered in the Case), or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement laws, amendment, continuation, amalgamation or other constitutive and organizational documents, as applicable, documents of Borrower such Loan Party or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the --------------------------------------------------------------------- Loan Documents. The Borrower and each of its Restricted Subsidiaries has the -------------- corporate requisite limited liability company power and authority to execute, deliver deliver, and perform this Agreement and the other Loan Documents to which it is a partyDocuments, to incur the Obligations, and to grant to Lender Liens upon and security interests in the CollateralSecurity Interest. The Borrower and each of its Restricted Subsidiaries have 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 it is a partyDocuments. This Agreement and the other Loan Documents to which the Borrower No consent, approval, or authorization of, or filing with, any of its Subsidiaries is a party have been duly executed and delivered by Borrower and such SubsidiariesGovernmental Authority, and constitute no consent of any other Person, is required in connection with the legal, valid and binding obligations of Borrower and such Subsidiaries to the extent a party thereto, enforceable against it in accordance with their 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)). Borrower's and each of its Restricted Subsidiaries' execution, 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 which it is a the extent party do not 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 (other than pursuant to the Loan Documents) 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, lease, agreement, indenture, or instrument to which the Borrower or any of Borrower's Subsidiaries Subsidiary is a party or which is binding upon any of Borrower it, except (i) for those described on Schedule 6.1 hereto or Borrower's Subsidiaries (ii) where such conflict, violation or any of their property, (b) any Requirement of Law applicable to Borrower or any of its Subsidiaries (other than any violation, conflict or breach which could default would not reasonably be expected to have a Material Adverse Effect)Effect (b) any judgment, law, statute, rule or governmental regulation applicable to the Borrower or any Subsidiary, 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 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 Borrower or any of its SubsidiariesSubsidiary.

Authorization, Validity and Enforceability. of this Agreement and the --------------------------------------------------------------------- -------------------------------------------------------------------- Loan Documents. Each Borrower and each of its Restricted Subsidiaries the Parent has the -------------- corporate power and authority to -------------- execute, deliver deliver, and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to Lender Liens upon and security interests in the CollateralSecurity Interest. Each Borrower and each of its Restricted Subsidiaries have the Parent has taken all necessary corporate action (including 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 No consent, approval, or authorization of, or declaration or filing with, any of its Subsidiaries is a party have been duly executed and delivered by Borrower and such SubsidiariesPublic Authority, and constitute the legalno consent of any other Person, valid and binding obligations of Borrower and such Subsidiaries to the extent a party thereto, enforceable against it is required in accordance connection with their 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)). either Borrower's and each of its Restricted Subsidiaries' or the Parent'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 conflict with, or constitute a violation or breach of, or (other than pursuant to the Loan Documents) constitute a default under, or result in the creation or imposition of any Lien upon the property Property of Borrower either Borrower, the Parent or any of its Subsidiaries, 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, lien, lease, agreement, indenture, or instrument to which Borrower either Borrower, the Parent or any of Borrower's its or their Subsidiaries is a party or which is binding upon any of Borrower or Borrower's Subsidiaries or any of their propertyit, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to Borrower either Borrower, the Parent or any of its Subsidiaries (other than any violation, conflict or breach which could not reasonably be expected to have a Material Adverse Effect)their Subsidiaries, or (c) the certificate or articles of incorporation incorporation, amendment, continuation or by-amalgamation, or by- laws or of either Borrower, the limited liability company or limited partnership agreement or other constitutive and organizational documents, as applicable, of 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 Documentsother Transaction Documents . Each of the Borrower and each of its Restricted Subsidiaries Parent has the -------------- corporate power and authority to execute, deliver and perform this Agreement and the other Loan Transaction Documents to which it is a party, to incur the Obligations, and to grant to Lender the Agent Liens upon and security interests in the Collateral. Each of the Borrower and each of its Restricted Subsidiaries have 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 to which the Borrower or any of its Subsidiaries is a party have been duly executed and delivered by the Borrower and such SubsidiariesParent party thereto, and constitute the legal, valid and binding obligations of the Borrower and such Subsidiaries to the extent a party theretoParent, enforceable against it each of the Borrower and Parent in accordance with their respective terms (subject to bankruptcywithout defense, insolvency, reorganization, moratorium and other laws of general applicability relating to setoff 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))counterclaim. The Borrower's and each of its Restricted Subsidiaries' Parent's execution, delivery, and performance of this Agreement and the other Loan Transaction Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or (other than pursuant to the Loan Documents) constitute a default under, or result in the creation or imposition of any Lien upon the property of Borrower Parent 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 Borrower Parent or any of Borrower's its Subsidiaries is a party or which is binding upon any of Borrower it (except to the extent with respect to the foregoing such conflicts, violations, breaches or Borrower's Subsidiaries or any of their property, (b) any Requirement of Law applicable to Borrower or any of its Subsidiaries (other than any violation, conflict or breach which defaults could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect), (b) any material Requirement of Law applicable to Parent or any of its Domestic Subsidiaries, 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, bylaws of 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. 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 Documents to which it is a partyDocuments, to incur the Obligations, and to grant to Lender the Lender, Liens upon upon, and security interests in in, the Collateral. Such Borrower and each of its Restricted Subsidiaries have 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 to which the Borrower or any of its Subsidiaries is a party have has been duly executed and delivered by Borrower and such SubsidiariesBorrower, and constitute constitutes the legal, valid and binding obligations obligation of Borrower and such Subsidiaries to the extent a party theretoBorrower, enforceable against it in accordance with their 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))its terms. 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 (other than pursuant to the Loan Documents) constitute a default under, or 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 Borrower's its Subsidiaries is a party or which is binding upon any of Borrower it or Borrower's Subsidiaries or any of their propertyits Property, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to such Borrower or any of its Subsidiaries (other than any violation, conflict or breach which could not reasonably be expected to have a Material Adverse Effect)Subsidiaries, or (c) the certificate Certificate of Incorporation or articles of 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 DocumentsDocuments . Borrower Holdings and each of its Restricted Subsidiaries 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 Documents to which it is a party, to incur the Obligations, and to grant to Lender Liens upon and security interests in the CollateralCollateral Agent’s Liens. Borrower Holdings and each of its Restricted Subsidiaries have Obligor party to this Agreement and the other Loan Documents has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its 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 the Borrower or any of its Subsidiaries it is a party have been duly executed and delivered by Borrower Holdings and such Subsidiarieseach Obligor party thereto, and constitute the legal, valid and binding obligations of Borrower Holdings and each such Subsidiaries to the extent a party theretoObligor, enforceable against it in accordance with their respective terms (terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other laws of general applicability similar Laws relating to or affecting creditors' ’ rights generally and to general equitable principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law or in equity))Law) and an implied covenant of good faith and fair dealing. Borrower's Holdings’ and each of its Restricted Subsidiaries' Obligor’s execution, delivery, delivery and performance of this Agreement and the other Loan Documents to which it is a party party, do not and will not (x) conflict with, or constitute a violation or breach of, or (other than pursuant to the Loan Documents) result in the imposition of any Lien upon the property of Borrower or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which Borrower Holdings, such Obligor or any of Borrower's its Restricted Subsidiaries is a party or which is binding upon any of Borrower or Borrower's Subsidiaries or any of their propertyit, (b) any Requirement of Law applicable to Borrower Holdings, such Obligor or any of its Subsidiaries Restricted Subsidiaries, or (other than c) any violationCharter Documents of Holdings, conflict such Obligor or breach which could not any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect), Effect or (cy) result in the certificate or articles imposition of incorporation or by-laws or any Lien (other than the limited liability company or limited partnership agreement or other constitutive and organizational documentsLiens created by the Security Documents) upon the property of Holdings, as applicable, of Borrower such Obligor or any of its SubsidiariesRestricted Subsidiaries by reason of any of the foregoing.

Authorization, Validity and Enforceability. of this Agreement and the --------------------------------------------------------------------- Loan Documents. Each of 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 Documents to which it is a party, to incur the Obligations, and to grant to Lender the Agent Liens upon and security interests in the CollateralCollateral owned by it. Each of such Borrower and each of its Restricted Subsidiaries have 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. This 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 the Borrower or any of its Subsidiaries it is a party 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 Borrower each of the Borrowers and such Subsidiariesits Subsidiaries party thereto, and and, subject to the Orders, constitute the legal, valid and binding obligations of Borrower each of the Borrowers and such its Subsidiaries to the extent a party thereto, enforceable against it each such Borrower and its Subsidiaries in accordance with their respective terms (subject to bankruptcywithout defense, insolvency, reorganization, moratorium and other laws of general applicability relating to set-off 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))counterclaim. Such Borrower's and each of its Restricted Subsidiaries' 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 (other than pursuant to constitute a default under, or, except for Liens created under the Loan Documents) , result in the creation or imposition of any Lien upon the 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 Borrower's its Subsidiaries is a party or which is binding upon any it to which the automatic stay provisions of Borrower or Borrower's Subsidiaries or any of their propertythe Bankruptcy Code do not apply, (b) any Requirement of Law applicable to such Borrower or any of its Subsidiaries (other than including, without limitation, any violation, conflict or breach which could not reasonably be expected to have a Material Adverse Effectcourt order entered in the Case), 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 such Borrower or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and ------------------------------------------------------------------- the --------------------------------------------------------------------- Loan Documents. Each Borrower and each of its Restricted Subsidiaries has the -------------- corporate power and authority to ------------------- execute, deliver and perform this Agreement and the other Loan Documents to which it is a partyDocuments, to incur the Obligations, and to grant to Lender the Agent Liens upon and security interests in the Collateral. Each Borrower and each of its Restricted Subsidiaries have has taken all necessary corporate action (including 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 Borrower and such Subsidiarieseach Borrower, and constitute the legal, valid and binding obligations of Borrower and such Subsidiaries to the extent a party theretoeach Borrower, enforceable against it in accordance with their respective terms (subject without defense, setoff or counterclaim, except, with respect to enforceability, as affected by bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether that enforceability is considered in a proceeding at law or in equity)). Each 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 (other than pursuant to the Loan Documents) constitute a default under, or result in the creation or imposition of any Lien upon the property of either Borrower or any of its Subsidiaries, their Subsidiaries or Envirosource by reason of the terms of (a) any material contract, mortgage, Lien, lease, agreement, indenture, or instrument to which either Borrower or any of Borrower's Subsidiaries Envirosource is a party or which is binding upon any of Borrower or Borrower's Subsidiaries or any of their propertyit, (b) any Requirement of Law applicable to either Borrower or any of its their Subsidiaries (other than any violation, conflict or breach which could not reasonably be expected to have a Material Adverse Effect)Envirosource, or (c) the certificate or articles of incorporation or by-laws of Envirosource or any of its Subsidiaries. Each Affiliate of IMS has the limited liability company 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 limited partnership agreement or other constitutive and organizational documentscounterclaim, except, with respect to enforceability, as applicableaffected by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general principles of Borrower 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. Each Borrower and each of its Restricted Subsidiaries Party has the -------------- corporate power and authority to execute, ------------------ deliver and perform this Agreement and the other Loan Documents to which it is a partyDocuments, to incur the Obligations, and to grant to Lender Liens upon and security interests in the CollateralSecurity Interest. Each Borrower and each of its Restricted Subsidiaries have 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 it is a party. This Agreement and the other Loan Documents to which the Borrower No consent, approval, or authorization of, or declaration or filing with, any of its Subsidiaries is a party have been duly executed and delivered by Borrower and such SubsidiariesPublic Authority, and constitute no consent of any other Person, is required in connection with the legal, valid and binding obligations of Borrower and such Subsidiaries to the extent a party thereto, enforceable against it in accordance with their 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)). Borrower's and each of its Restricted Subsidiaries' 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 (other than pursuant to the Loan Documents) constitute a default under, or result in the creation or imposition of any Lien upon the property Property of any Borrower Party or any of its Subsidiaries, 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, lease, agreement, indenture, or instrument to which any Borrower Party or any of Borrower's its Subsidiaries is a party or which is binding upon any of Borrower or Borrower's Subsidiaries or any of their propertyit, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to any Borrower Party or any of its Subsidiaries (other than any violation, conflict or breach which could not reasonably be expected to have a Material Adverse Effect)Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement incorporation, bylaws or other constitutive and organizational documents, as applicable, documents of any Borrower Party or any of its Subsidiaries.

Authorization, Validity and Enforceability. of this Agreement and the --------------------------------------------------------------------- Loan Documents. Borrower Holdings and each of its Restricted Subsidiaries 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 Documents to which it is a party, to incur the Obligations, and to grant to Lender Liens upon and security interests in the CollateralCollateral Agent’s Liens. Borrower Holdings and each of its Restricted Subsidiaries have Obligor party to this Agreement and the other Loan Documents has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its 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 the Borrower or any of its Subsidiaries it is a party have been duly executed and delivered by Borrower Holdings and such Subsidiarieseach Obligor party thereto, and constitute the legal, valid and binding obligations of Borrower Holdings and each such Subsidiaries to the extent a party theretoObligor, enforceable against it in accordance with their respective terms (terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other laws of general applicability similar Laws relating to or affecting creditors' ’ rights generally and to general equitable principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law or in equity))Law) and an implied covenant of good faith and fair dealing. Borrower's Holdings’ and each of its Restricted Subsidiaries' Obligor’s execution, delivery, delivery and performance of this Agreement and the other Loan Documents to which it is a party party, do not and will not (x) conflict with, or constitute a violation or breach of, or (other than pursuant to the Loan Documents) result in the imposition of any Lien upon the property of Borrower or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which Borrower Holdings, such Obligor or any of Borrower's its Restricted Subsidiaries is a party or which is binding upon any of Borrower or Borrower's Subsidiaries or any of their propertyit, (b) any Requirement of Law applicable to Borrower Holdings, such Obligor or any of its Subsidiaries Restricted Subsidiaries, or (other than c) any violationCharter Documents of Holdings, conflict such Obligor or breach which could not 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), Effect or (cy) result in the certificate or articles imposition of incorporation or by-laws or any Lien (other than the limited liability company or limited partnership agreement or other constitutive and organizational documentsLiens created by the Security Documents) upon the property of Holdings, as applicable, of Borrower 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.