Common use of Breach of Representation or Warranty Clause in Contracts

Breach of Representation or Warranty. Any representation or warranty made or deemed made by the Company or any Subsidiary Borrower to the Administrative Agent or any Lender herein or by the Company or any Subsidiary Borrower or any of their Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall be false in any material respect on the date as of which made or deemed made.

Breach of Representation or Warranty. Any representation or warranty made or deemed made by the Company or any Subsidiary the Borrower to the Administrative Agent or any Lender herein or by the Company or any Subsidiary the Borrower or any of their the Company’s Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made (or deemed made).

Breach of Representation or Warranty. Any representation or warranty made or deemed made by any member of the Company or any Subsidiary Borrower Obligor Group to the Administrative Agent or any Lender herein or by any member of the Company or any Subsidiary Borrower or any of their Subsidiaries Obligor Group in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made (or deemed made).

Breach of Representation or Warranty. Any representation or warranty made or deemed made by the Company or any Subsidiary Borrower to the Administrative Agent or any Lender herein or by the Company or any Subsidiary Borrower or any of their Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall be false in any as to a material respect fact or matter on the date as of which made or deemed made.

Breach of Representation or Warranty. Any representation or warranty made or deemed made by or on behalf of the Company or any Borrowing Subsidiary Borrower to the Administrative Agent or any Lender herein or by the Company or any Subsidiary Borrower or any of their Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by or on behalf of the Company or any such Person Borrowing Subsidiary pursuant to any of the Loan Documents shall be false in any material respect on the date as of which made or deemed made.;

Breach of Representation or Warranty. Any representation or warranty made or deemed made by or on behalf of the Company or any Subsidiary Borrower to the Administrative Agent or any Lender herein or by the Company or any Subsidiary Borrower or any of their its Subsidiaries to the Lenders, the Swing Line Lender, the L/C Issuers or the Administrative Agent under or in connection with this Agreement, any Loan, any Letter of the Credit or any certificate or information delivered in connection with this Agreement or any other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents Document shall be materially false in any material respect on the date as of which made or deemed made.; or

Breach of Representation or Warranty. Any representation representation, warranty or warranty made or deemed certification (i) made by the any Company or any Subsidiary Borrower to the Administrative Agent of its Subsidiaries in any Transaction Document, or (ii) made by any Lender herein or by the Company or any Subsidiary Borrower or any of their its Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person Company in writing pursuant to hereto or in any of the Loan Documents Transaction Document or in connection herewith or therewith, shall be false in any material respect on the date as of which made or deemed it was made.

Breach of Representation or Warranty. Any representation or ---------------------------------------- warranty made or deemed made by the Company any Borrower or any Subsidiary Borrower Obligor to the Administrative Agent or any Lender herein or by the Company or any Subsidiary Borrower or any of their its Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made (or deemed made).

Breach of Representation or Warranty. Any representation or warranty made or deemed made at any time by the Company or any Subsidiary Borrower to the Administrative Agent or any Lender PEI herein or by the Company or any Subsidiary Borrower or any of their Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the other Loan Documents Document shall be false or misleading in any material respect on the date as of which the time it was made or deemed made.

Breach of Representation or Warranty. Any representation or warranty made or deemed made by the Company or any Subsidiary the Borrower to the Administrative Agent or any Lender herein or by the Company or any Subsidiary the Borrower or any of their its Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made (or deemed made).

Breach of Representation or Warranty. Any representation or warranty of the Company, the Surviving Company or any Affiliate, shareholder, unitholder, officer or employee of the Company or the Surviving Company made or deemed to be made by the Company or any Subsidiary Borrower to the Administrative Agent or any Lender herein or by the Company or any Subsidiary Borrower or any of their Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents is or shall be false incorrect in any material respect on the date as (without duplication of which any materiality qualifiers therein) when made or deemed to have been made.

Breach of Representation or Warranty. Any representation or warranty made or deemed made by the Company Borrower or the Managing General Partner to either Administrative Agent, any Lender or any Subsidiary Borrower to the Administrative Agent or any Lender Issuing Bank herein or by the Company or any Subsidiary Borrower or any of their its Subsidiaries or the Managing General Partner in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made (or deemed made).

Breach of Representation or Warranty. Any representation or warranty made or deemed made by Holdings, the Company or any Subsidiary Borrower of the Company's Subsidiaries to the Administrative Agent or any Lender herein or by the Company or any Subsidiary Borrower or any of their Subsidiaries in any of the other Loan Documents Document or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents Document shall be false or misleading in any material respect on the date as of which made (or deemed made).

Breach of Representation or Warranty. Any representation or warranty made or deemed made by the Company either Borrower or any Subsidiary Borrower General Partner to the either Administrative Agent Agent, any Lender or any Lender Issuing Bank herein or by the Company or any Subsidiary Borrower Foamex or any of their its Subsidiaries or any General Partner in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made (or deemed made).

Breach of Representation or Warranty. Any representation or warranty made or deemed made by the Company Borrower or any Subsidiary Borrower the Managing General Partner to the Administrative Agent Agent, any Lender or any Lender Issuing Bank herein or by the Company or any Subsidiary Borrower or Borrower, any of their its Subsidiaries or the Managing General Partner in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made (or deemed made).

Breach of Representation or Warranty. Any representation or warranty made or deemed made by or on behalf of any Borrower or by any officer of the Company foregoing under or in connection with any Subsidiary Borrower Loan Document or under or in connection with any report, certificate, or other document delivered to the Administrative Agent or any Lender herein or by the Company or any Subsidiary Borrower or any of their Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents Document shall be false have been incorrect or misleading in any material respect on the date as of which when made or deemed made.

Breach of Representation or Warranty. Any representation or warranty made or deemed made by either of the Company or any Subsidiary Borrower Borrowers to the Administrative Agent Agent, any Lead Arrangers or any other Lender herein or by either of the Company or any Subsidiary Borrower Borrowers or any of their Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made or deemed made.

Breach of Representation or Warranty. Any representation or warranty made or deemed made by the Company or any Subsidiary Borrower to the Administrative Agent or any Lender herein or by the Company or any Subsidiary Borrower or any of their its Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made (or deemed made.). 99

Breach of Representation or Warranty. Any representation or warranty made or deemed made by the Company or any Subsidiary Borrower Guarantor to the Administrative Agent Agent, any Lender or any Lender Issuing Bank herein or by the Company or any Subsidiary Borrower or any of their Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by the Company or any such Person Subsidiary Guarantor pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made or deemed made.

Breach of Representation or Warranty. Any representation or warranty made or deemed made by or on behalf of any Loan Party or by any officer of the Company foregoing under or in connection with any Subsidiary Borrower Loan Document or under or in connection with any report, certificate, or other document delivered to the Administrative Agent or any Lender herein or by the Company or any Subsidiary Borrower or any of their Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents Document shall be false have been incorrect or misleading in any material respect on the date as of which when made or deemed made.

Breach of Representation or Warranty. Any representation or warranty made or deemed made by the Company or any Subsidiary Borrower to the Administrative Agent or any Lender herein or by the Company or any Subsidiary Borrower or any of their its Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made (or deemed made).

Breach of Representation or Warranty. Any representation or warranty made or deemed made by the Company or any Subsidiary Borrower to the Administrative Agent or any Lender herein or by the Company or any Subsidiary Borrower or any of their Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall be false in any material respect on the date as of which made or deemed made.

Breach of Representation or Warranty. Any representation or warranty made or deemed made by the Company Borrower or any Subsidiary Borrower of the parties to the Guaranties to the Administrative Agent Agent, any Arranger or any Lender herein or by the Company Borrower or any Subsidiary Borrower of the parties to the Guaranties or any of their Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made or deemed made.

Breach of Representation or Warranty. Any representation or warranty made or deemed made by the Company Borrower or any Subsidiary Alternate Currency Borrower to the Administrative Agent or any Lender herein or by the Company Borrower or any Subsidiary Alternate Currency Borrower or any of their Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made (or deemed made).

Breach of Representation or Warranty. Any representation or warranty made or deemed made by the Company Holdings or any Subsidiary Borrower to the Administrative Agent or Agent, any Lender or the Issuing Bank herein or by the Company or any Subsidiary Borrower or any of their Subsidiaries in any of the other Loan Documents or in any written other Loan Document or in any statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents Document shall be false or misleading in any material respect on the date as of which made (or deemed made).

Breach of Representation or Warranty. Any representation representation, warranty or warranty made or deemed statement made by or on behalf of the Company Obligors or by any Subsidiary Borrower officer of the foregoing under or in connection with any Loan Document or under or in connection with any report, certificate, or other document delivered to the Administrative Agent or any Lender herein or by the Company or any Subsidiary Borrower or any of their Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents Document shall prove to be false incorrect or misleading in any material respect on the date as of which when made or deemed made.

Breach of Representation or Warranty. Any representation or warranty made or deemed made by the Company or any Subsidiary the Borrower to the Administrative Agent or any Lender herein or by the Company or any Subsidiary the Borrower or any of their the Company’s Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made (or deemed made.). 76 67688554_7

Breach of Representation or Warranty. Any representation or warranty made or deemed made by the Company or any Subsidiary Borrower of its Subsidiaries to the Administrative Agent Agent, any Lender or any Lender Issuing Bank herein or by the Company or any Subsidiary Borrower or any of their Subsidiaries in any of the other Loan Documents or in any written other Loan Document or in any statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents Document shall be false or misleading in any material respect on the date as of which made (or deemed made).

Breach of Representation or Warranty. Any representation or warranty made or deemed made by Borrower, the Company REIT or any Subsidiary Borrower Guarantor Subpartnership to the Administrative Agent or any Lender or Designated Bid Lender herein or by the Company or any Subsidiary Borrower or any of their Subsidiaries in any of the other Loan Documents or in any written statement or statement, certificate or written information financial statements at any time given by any such Person Borrower pursuant to any of the Loan Documents (including, without limitation, any UPP Eligibility Certification) shall be false or misleading in any material respect on the date as of which made or deemed made.

Breach of Representation or Warranty. Any representation or warranty made or deemed made by the any Company or any Subsidiary Borrower to the Global Administrative Agent or any Lender herein or by the any Company or any Subsidiary Borrower or any of their Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made (or deemed made).

Breach of Representation or Warranty. Any representation representation, warranty or warranty statement made or deemed made by or on behalf of any Credit Party or by any officer of the Company foregoing under or in connection with any Subsidiary Borrower Loan Document or under or in connection with any report, certificate, or other document delivered to the Administrative Agent or any Lender herein or by the Company or any Subsidiary Borrower or any of their Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall Document proves to be false incorrect or misleading in any material respect on the date as of which when made or deemed made.

Breach of Representation or Warranty. Any representation or warranty made or deemed made by any Borrower to the Company Collateral Agent, any Lender or any Issuing Bank herein or by any Borrower or any Subsidiary Borrower to of the Administrative Agent or any Lender herein or by the Company or any Subsidiary Borrower or any of their Subsidiaries Borrowers in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made (or deemed made).

Breach of Representation or Warranty. Any representation repre sentation or warranty made or deemed made by Holdings, the Company or any Subsidiary Borrower of the Company's Subsidiaries to the Administrative Agent Agent, any Lender or any Lender Issuing Bank herein or by the Company or any Subsidiary Borrower or any of their Subsidiaries in any of the other Loan Documents or in any written statement other Loan Document or in any certificate or written information at any time given by any such Person pursuant to any of the Loan Documents Document shall be false or misleading in any material respect on the date as of which made (or deemed made).

Breach of Representation or Warranty. Any written representation or warranty made or deemed made by the Company any Borrower, -129- 131 any Subsidiary Guarantor or any other Subsidiary of the Borrower to the Administrative Agent Agent, the Co-Agents, any Lender or any Lender Issuing Bank herein or by the Company or any Subsidiary Borrower or any of their Subsidiaries in any of the other Loan Documents Document or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents Document shall be false or misleading in any material respect on the date as of which made (or deemed made).

Breach of Representation or Warranty. Any representation or warranty made or deemed made by the Company or any Subsidiary Borrower of its Subsidiaries to the Administrative Agent or any Lender herein or by the Company or any Subsidiary Borrower or any of their its Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made (or deemed made).

Breach of Representation or Warranty. Any representation or warranty made or deemed made by or on behalf of the Company or any Subsidiary Borrower to the Administrative Agent or any Lender herein or by the Company or any Subsidiary Borrower or any of their Subsidiaries in any of the other Loan Documents or in any written statement or certificate or written information at any time given by any such Person or on behalf of the Company pursuant to any of the Loan Documents shall be false in any material respect on the date as of which made or deemed made.;