Common use of GENERAL WARRANTIES AND REPRESENTATIONS Clause in Contracts

GENERAL WARRANTIES AND REPRESENTATIONS. Each Borrower warrants and represents to Agent and Lenders that except as hereafter disclosed to and accepted by Agent and the Majority Lenders in writing: AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. Each Borrower has the 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 Agent Liens upon and security interests in the Collateral. Each Borrower has taken all necessary action (including without limitation, obtaining approval of its equityholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents, to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Borrower's execution, delivery and performance of this Agreement or any of the other Loan Documents to which it is a party, except for those already duly obtained or made. This Agreement and the other Loan Documents to which such Borrower is a party have been duly executed and delivered by such Borrower, and constitute the legal, valid and binding obligations of such Borrower, enforceable against it in accordance with their respective terms without defense, setoff or counterclaim. Each Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien (other than in favor of Agent) upon the property of such Borrower or any of its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Borrower or any Subsidiary is a party or which is binding upon it, (b) any Requirement of Law applicable to such Borrower or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or other organizational documents of such Borrower or any of its Subsidiaries.

GENERAL WARRANTIES AND REPRESENTATIONS. Each The Borrower warrants and represents each Guarantor, jointly and severally, warrant and represent to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing: : 8.1 AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. Each In accordance with the Bankruptcy Code, the Borrower and each Guarantor has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. Each In accordance with the Bankruptcy Code, the Borrower and each Guarantor has taken all necessary corporate action (including without limitation, obtaining approval of its equityholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents, to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Borrower's execution, delivery and performance of this Agreement or any of the other Loan Documents to which it is a party, except for those already duly obtained or made. This Agreement and the other Loan Documents to which such Borrower it is a party have been duly executed and delivered by such Borrowerthe Borrower and each Guarantor, and constitute the legal, valid and binding obligations of such Borrowerthe Borrower and each Guarantor, enforceable against it in accordance with their respective terms without defense, setoff or counterclaim. Each The Borrower's and each Guarantor's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in in, or require the creation or imposition of any Lien (other than in favor of Agent) upon the property of such Borrower the Parent or any of its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Borrower or any Subsidiary is a party or which is binding upon it, (b) any Requirement of Law applicable to such Borrower the Parent or any of its Subsidiaries, or (cb) the certificate or articles of incorporation or by-laws or other organizational documents of such Borrower the Parent or any of its Subsidiaries.

GENERAL WARRANTIES AND REPRESENTATIONS. Each Borrower Loan Party warrants and represents to the Agent and the Lenders that except as set forth in the Schedules to this Agreement as they may be modified from time to time pursuant to Section 7.4, and except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing: : Section 8.1 AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; NO CONFLICTS. Each Borrower Loan Party has the power and authority to execute, deliver deliver, and perform this Agreement and the other Loan Documents, Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. Each Borrower Loan Party has taken all necessary action (including without limitation, obtaining approval of its equityholders stockholders, partners, general partner(s), members, or other applicable equity owners, if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents, to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Borrower's execution, delivery and performance of this Agreement or any of the other Loan Documents to which it is a party, except for those already duly obtained or made. This Agreement and the other Loan Documents to which such Borrower is a party have been duly executed and delivered by such Borrowereach Loan Party, and constitute the legal, valid valid, and binding obligations of such Borrowereach Loan Party, enforceable against it in accordance with their respective terms without defense, setoff set-off or counterclaim. Each BorrowerLoan Party's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien (other than in favor of Agent) upon the property of such Borrower or any of its Subsidiaries Loan Party by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indentureindenture (including, without limitation, the Subordinated Notes and the Indenture entered into in connection therewith), or instrument to which such Borrower or any Subsidiary Loan Party is a party or which is binding upon it, (b) any Requirement of Law applicable to such Borrower or any of its SubsidiariesLoan Party, or (c) the certificate or articles of incorporation or incorporation, by-laws laws, or other organizational documents or constituent documents, as the case may be, of such Borrower or any Loan Party. The Borrowers' entering into this Agreement and incurrence of its Subsidiariesthe Obligations resulting from each Borrowing is not prohibited under the Subordinated Notes.

GENERAL WARRANTIES AND REPRESENTATIONS. Each Borrower warrants The Borrowers jointly and represents severally continuously warrant and represent to the Agent and Lenders that the lenders, at all times during the term of this Agreement and until all Obligations have been satisfied, that, except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing: : 9.1. AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. Each Borrower 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 Agent Liens upon and security interests in the CollateralSecurity Interest. Each Borrower has taken all necessary corporate action (including including, without limitation, obtaining approval of its equityholders if necessarystockholders) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents, to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Public Authority, and no consent of any other Person, is required in connection with such each Borrower's execution, delivery delivery, and performance of this Agreement or any of and the other Loan Documents to which it is a partyDocuments, except for those already duly obtained or madeobtained. This Agreement and the other Loan Documents to which such Borrower is a party have been duly executed and delivered by such Borrower, each Borrower party thereto and constitute each constitutes the legal, valid and binding obligations obligation of such Borrower, enforceable against it in accordance with their respective its terms without defense, setoff setoff, or counterclaim. Each Borrower's execution, delivery, and performance of this Agreement and the such other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien (other than in favor of Agent) upon the property Property of such 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 such any Borrower or any Subsidiary of its Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to such Borrower or any of its Subsidiaries, or (c) the certificate corporate charter or articles of incorporation or byBy-laws or other organizational documents Laws of such Borrower or any of its Subsidiaries.

GENERAL WARRANTIES AND REPRESENTATIONS. Each Borrower Obligated Party warrants and represents to the Agent and the Lenders that except as hereafter disclosed set forth in the Schedules to this Agreement: Section 6.1 Authorization, Validity, and accepted by Agent Enforceability of this Agreement and the Majority Lenders in writing: AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSother Loan Documents; No Conflicts. Each Borrower Obligated Party has the power and authority to execute, deliver deliver, and perform this Agreement and the other Loan Documents, Documents to which it is a party, to incur the Obligationsindebtedness, liabilities, and obligations it has agreed to undertake hereunder and under the other Loan Documents, and to grant to the Agent Liens upon and security interests in the CollateralCollateral owned by such Obligated Party. Each Borrower Obligated Party has taken all necessary action (including without limitation, obtaining approval of its equityholders stockholders, partners, general partner(s), members, or other applicable equity owners, if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents, to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Borrower's execution, delivery and performance of this Agreement or any of the other Loan Documents to which it is a party, except for those already duly obtained or made. This Agreement and the other Loan Documents to which such Borrower each Obligated Party is a party have been duly executed and delivered by such BorrowerObligated Party, and constitute the legal, valid valid, and binding obligations of such BorrowerObligated Party, enforceable against it in accordance with their respective terms without defense, setoff setoff, or counterclaim. Each BorrowerObligated Party's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in or require the creation or imposition of any Lien (other than in favor of Agent) upon the property of such Borrower the Parent or any Subsidiary of its Subsidiaries the Parent by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indentureindenture (including, without limitation, the Indentures), document, or instrument to which such Borrower the Parent or any Subsidiary of the Parent is a party or which is binding upon itany of them, (b) any Requirement of Law applicable to such Borrower the Parent or any Subsidiary of its Subsidiariesthe Parent, or (c) the certificate or articles of incorporation incorporation, bylaws, limited liability company or by-laws partnership agreement, or other organizational documents or constituent documents, as the case may be, of such Borrower the Parent or any Subsidiary of its Subsidiariesthe Parent.

GENERAL WARRANTIES AND REPRESENTATIONS. Each The Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Required Lenders in writing: : 6.1 AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. Each Borrower Credit Party has the power and authority to execute, deliver and perform this Agreement and each of the other Loan Documents, Documents to which it is a party, to incur the ObligationsObligations or the obligations under the Facility Guaranty, as applicable, and to grant to the Agent Liens upon and security interests in the Collateral. Each Borrower Credit Party has taken all necessary action (including without limitation, obtaining approval of its equityholders stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents, to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Borrower's execution, delivery and performance of this Agreement or any of the other Loan Documents to which it is a party, except for those already duly obtained or made. This Agreement and the other The Loan Documents to which such Borrower it is a party have been duly executed and delivered by such Borrowereach Credit Party, and constitute the legal, valid and binding obligations of such Borrowereach Credit Party, enforceable against it in accordance with their respective terms without defense, setoff or counterclaimterms. Each BorrowerCredit Party's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien (other than in favor of Agent) upon the property of such Borrower each Credit Party or any of its Subsidiaries Subsidiaries, by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such the Borrower or any Subsidiary is a party or which is binding upon it, (b) any Requirement of Law applicable to such Borrower any Credit Party or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or other organizational documents the limited liability company or limited partnership agreement of such Borrower any Credit Party or any of its Subsidiaries.

GENERAL WARRANTIES AND REPRESENTATIONS. Each The Borrower warrants and represents to Agent and Lenders the Lender that except as hereafter disclosed to and accepted by Agent and the Majority Lenders Lender in writing: : 6.1 AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. Each Borrower Loan Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents, Documents to which it is a party, to incur the Obligations, and to grant to Agent the Lender Liens upon and security interests in the Collateral. Each Borrower Loan Party has taken all necessary action (including without limitation, obtaining approval of its equityholders stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents, to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Borrower's execution, delivery and performance of this Agreement or any of the other Loan Documents to which it is a party, except for those already duly obtained or made. This Agreement and the other Loan Documents to which such Borrower it is a party have been duly executed and delivered by such Borrowereach Loan Party, and constitute the legal, valid and binding obligations of such Borrowereach Loan Party, enforceable against it in accordance with their respective terms without defenseterms, setoff except as enforcement may be limited by Debtor Relief Laws or counterclaimequitable principles relating to the granting of specific performance and other equitable remedies and/or defenses as a matter of judicial discretion. Each BorrowerLoan Party's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not (except to the extent it would not breach Sections 6.17 and 6.18 of this Agreement) conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien (other than in favor of Agent) upon the property of such Borrower or any of its Subsidiaries Loan Party, by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Borrower or any Subsidiary a Loan Party is a party or which is binding upon it, (b) any Requirement of Law applicable to such Borrower or any of its Subsidiariesa Loan Party, or (c) the certificate or articles of incorporation or by-laws or other organizational documents the limited liability company or limited partnership agreement of such Borrower or any of its Subsidiariesa Loan Party.

GENERAL WARRANTIES AND REPRESENTATIONS. Each Borrower Obligor warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Required Lenders in writing: AUTHORIZATION: 6.1 Authorization, VALIDITYValidity, AND ENFORCEABILITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSand Enforceability of this Agreement and the Loan Documents. Each Borrower Such Obligor has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents, Documents to which it is a party, to incur the Obligations, and to grant to Agent Liens upon and security interests in the CollateralAgent’s Liens. Each Borrower Such Obligor has taken all necessary action (including without limitation, obtaining approval of its equityholders stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents, to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Borrower's execution, delivery and performance of this Agreement or any of the other Loan Documents to which it is a party, except for those already duly obtained or made. This Agreement and the other Loan Documents to which such Borrower it is a party have been duly executed and delivered by such BorrowerObligor, and constitute the legal, valid and binding obligations of such BorrowerObligor, enforceable against it in accordance with their respective terms without defense, setoff or counterclaimterms. Each Borrower's Such Obligor’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien (other than in favor of Agent) upon the property of such Borrower Obligor or any of its Subsidiaries Subsidiaries, by reason of the terms of (a) any of the Indentures or any other material contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Borrower or any Subsidiary Obligor is a party or which is binding upon it, (b) any Requirement of Law applicable to such Borrower Obligor or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or other organizational documents the limited liability company or limited partnership agreement of such Borrower Obligor or any of its Subsidiaries.

GENERAL WARRANTIES AND REPRESENTATIONS. Each Borrower Loan Party warrants and represents to the Agent and the Lenders that except as set forth in the Schedules to this Agreement as they may be modified from time to time pursuant to Section 5.4, and except as hereafter disclosed to and accepted by Agent and the Majority Lenders in writing: AUTHORIZATION: Section 6.1 Authorization, VALIDITYValidity, AND ENFORCEABILITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSand Enforceability of this Agreement and the other Loan Documents; No Conflicts. Each Borrower Obligated Party has the power and authority to execute, deliver deliver, and perform this Agreement and the other Loan Documents, Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. Each Borrower Obligated Party has taken all necessary action (including without limitation, obtaining approval of its equityholders stockholders, partners, general partner(s), members, or other applicable equity owners, if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents, to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Borrower's execution, delivery and performance of this Agreement or any of the other Loan Documents to which it is a party, except for those already duly obtained or made. This Agreement and the other Loan Documents to which such Borrower is a party have been duly executed and delivered by such Borrowereach Loan Party or other Obligated Party, and constitute the legal, valid valid, and binding obligations of such Borrowereach Loan Party or other Obligated Party, enforceable against it in accordance with their respective terms without defense, setoff setoff, or counterclaim, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws at the time in effect affecting the rights of creditors generally and subject to general principles of equity whether applied by a court of law or equity. Each BorrowerLoan Party's or other Obligated Party's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in or require the creation or imposition of any Lien (other than in favor of Agent) upon the property of such Borrower any Loan Party or any of its Subsidiaries other Obligated Party by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, document, or instrument (including, without limitation, the Subordinated Debt Documents or the Synthetic Lease Transaction Documents, or any agreements entered into in connection therewith, respectively) to which such Borrower Loan Party or any Subsidiary other Obligated Party is a party or which is binding upon it, (b) any Requirement of Law applicable to such Borrower Loan Party or any of its Subsidiariesother Obligated Party, or (c) the certificate or articles of incorporation incorporation, bylaws, limited liability company or by-laws limited partnership agreement, or other organizational documents or constituent documents, as the case may be, of such Borrower Loan Party or other Obligated Party. The Borrowers' incurrence of the Obligations as provided by this Agreement is not prohibited under the terms of any of its SubsidiariesSubordinated Debt Documents or the Synthetic Lease Transaction Documents.

GENERAL WARRANTIES AND REPRESENTATIONS. Each Borrower warrants warrants, jointly and severally, and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing: : 8.1 AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. Each Borrower 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 the Agent Liens upon and security interests in the Collateral. Each Borrower has taken all necessary corporate action (including without limitation, obtaining approval of its equityholders stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents, to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such either Borrower's execution, delivery and performance of this Agreement or any of and the other Loan Documents to which it is the Borrowers are a party, except for those already duly obtained or madeobtained. This Agreement and the other Loan Documents to which such Borrower is the Borrowers are a party have been duly executed and delivered by such each Borrower, and constitute the legal, valid and binding obligations obligation of such Borrower, enforceable against it in accordance with their respective terms without defense, setoff or counterclaimits terms. Each Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or 80 constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien (other than in favor of Agent) upon the property of such Borrower or any of its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Borrower or any Subsidiary is a party or which is binding upon it, (b) any Requirement of Law applicable to such Borrower or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or other organizational documents of such Borrower or any of its Subsidiaries.

GENERAL WARRANTIES AND REPRESENTATIONS. Each The Borrower warrants and represents to the Agent and the Lenders that except as set forth in the Schedules to this Agreement as they may be modified from time to time pursuant to SECTION 7.4, and except as hereafter disclosed to and accepted by Agent and the Majority Lenders in writing: : Section 8.1 AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; NO CONFLICTS. Each The Borrower has the power and authority to execute, deliver deliver, and perform this Agreement and the other Loan Documents, Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. Each The Borrower has taken all necessary action (including without limitation, obtaining approval of its equityholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents, to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Borrower's execution, delivery and performance of this Agreement or any of the other Loan Documents to which it is a party, except for those already duly obtained or made. This Agreement and the other Loan Documents to which such Borrower is a party have been duly executed and delivered by such the Borrower, and constitute the legal, valid valid, and binding obligations of such the Borrower, enforceable against it in accordance with their respective terms without defense, setoff set- off, or counterclaim, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws at the time in effect affecting the rights of creditors generally and to the effect of general principles of equity whether applied by a court of law or equity. Each The Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in or require the creation or imposition of any Lien (other than in favor of Agent) upon the property of such the Borrower or any of its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indentureindenture (including, without limitation, the Indenture), document, or instrument to which such the Borrower or any Subsidiary is a party or which is binding upon it, (b) any Requirement of Law applicable to such Borrower or any of its Subsidiariesthe Borrower, or (c) the certificate or articles of incorporation or by-laws of the Borrower. The Borrower's entering into this Agreement and incurrence of the Obligations resulting from each Borrowing is not prohibited under the Subordinated Notes. The Borrower's entering into this Agreement and incurrence of the Obligations resulting from each Borrowing is not prohibited under the "Indenture" (as defined in the Metals Loan Agreement). The Borrower has the power and authority to execute, deliver, and perform the RPA. The Borrower has taken all necessary action to authorize its execution, delivery, and performance of the RPA. The RPA has been duly executed and delivered by the Borrower and each of the RPA Sellers party thereto, and constitutes the legal, valid, and binding obligations of the Borrower and such RPA Sellers, enforceable against it in accordance with their respective terms, without defense, set-off, or other organizational documents counterclaim, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws at the time in effect affecting the rights of such creditors generally and to the effect of general principles of equity whether applied by a court of law or equity. The Borrower's execution, delivery, and performance of the RPA does not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in or require the creation or imposition of any Lien upon the property of the Borrower by reason of the terms of (i) any contract, mortgage, Lien, lease, agreement, indenture, document, agreement, or instrument to which the Borrower is a party or which is binding upon it, (ii) any Requirement of its SubsidiariesLaw applicable to the Borrower, or (iii) the certificate of incorporation or by-laws of the Borrower.

GENERAL WARRANTIES AND REPRESENTATIONS. Each Borrower Loan Party warrants and represents to Agent and the Lenders that except as hereafter disclosed that, after giving the effect to the Refinancing: 6.1 Authorization, Validity, and accepted by Agent Enforceability of this Agreement and the Majority Lenders in writing: AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSLoan Documents. Each Borrower Obligated Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents, Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. Each Borrower Obligated Party has taken all necessary action (including without limitation, obtaining approval of its equityholders stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents, to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Borrower's execution, delivery and performance of this Agreement or any of the other Loan Documents to which it is a party, except for those already duly obtained or made. This Agreement and the other Loan Documents to which such Borrower it is a party have been duly executed and delivered by such Borrowereach Obligated Party, and, assuming this Agreement and the other Loan Documents constitute the legal, valid and binding obligations of such BorrowerAgent, Bank and each of the Lenders hereto, constitute the legal, valid and binding obligations of each Obligated Party, enforceable against it in accordance with their respective terms without defense, setoff or counterclaimterms. Each BorrowerObligated Party's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien (other than in favor of Agent) upon the property of such Borrower an Obligated Party or any of its Subsidiaries Subsidiaries, by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Borrower Obligated Party or any Subsidiary of its Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to the such Borrower Obligated Party or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or other organizational documents the limited liability company or limited partnership agreement of such Borrower the Obligated Parties or any of its their Subsidiaries.

GENERAL WARRANTIES AND REPRESENTATIONS. Each Borrower Loan Party warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing: : 8.1 AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. Each Borrower Loan Party 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 the Agent Liens upon and security interests in the Collateral. Each Borrower Loan Party has taken all necessary corporate action (including including, without limitation, obtaining approval of its equityholders stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents, to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Borrower's execution, delivery and performance of this Agreement or any of the other Loan Documents to which it is a party, except for those already duly obtained or made. This Agreement and the other Loan Documents to which such Borrower is a party have been duly executed and delivered by such Borrowerit, and constitute the legal, valid and binding obligations of such Borrowerit, enforceable against it in accordance with their respective terms without defense, setoff or counterclaim, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally or by general principles of equity. Each BorrowerThe Loan Party's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party Documents, and the incurrence of any Debt and the granting of the Liens hereunder and under the other Loan Documents, do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien (other than in favor of the Agent's Lien) upon the property of such Borrower the Loan Party or any of its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Borrower the Loan Party is or any Subsidiary of its Subsidiaries is a party or which is binding upon it, including under the Senior Notes, the Subordinated Debt or any indenture, loan agreement, note purchase agreement or other document related thereto, (b) any Requirement of Law applicable to such Borrower the Loan Party or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or other organizational documents of such Borrower the Loan Parties or any of its Subsidiaries.

GENERAL WARRANTIES AND REPRESENTATIONS. Each Borrower warrants and represents to the Agent and the Lenders that except as set forth in the Schedules to this Agreement as they may be modified from time to time pursuant to Section 7.4, and except as hereafter disclosed to and accepted by Agent and the Majority Lenders in writing: AUTHORIZATION: Section 8.1 Authorization, VALIDITYValidity, AND ENFORCEABILITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSand Enforceability of this Agreement and the Loan Documents; No Conflicts. Each Borrower has the power and authority to execute, deliver deliver, and perform this Agreement and the other Loan Documents, Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. Each Borrower has taken all necessary action (including without limitation, obtaining approval of its equityholders stockholders, partners, general partner(s), members, or other applicable equity owners, if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents, to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Borrower's execution, delivery and performance of this Agreement or any of the other Loan Documents to which it is a party, except for those already duly obtained or made. This Agreement and the other Loan Documents to which such Borrower is a party have been duly executed and delivered by such each Borrower, and constitute the legal, valid valid, and binding obligations of such each Borrower, enforceable against it in accordance with their respective terms without defense, setoff set-off, or counterclaim, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws at the time in effect affecting the rights of creditors generally and to the effect of general principles of equity whether applied by a court of law or equity. Each Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in or require the creation or imposition of any Lien (other than in favor of Agent) upon the property of such any Borrower or any of its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, document, or agreement related to any Permitted Subordinated Debt (including, without limitation, the Debt evidenced by the Subordinated Notes, the Indenture, and any other agreements entered into in connection therewith), or instrument to which such Borrower or any Subsidiary is a party or which is binding upon it, (b) any Requirement of Law applicable to such Borrower or any of its SubsidiariesBorrower, or (c) the certificate or articles of incorporation or incorporation, by-laws laws, or other organizational documents or constituent documents, as the case may be, of such Borrower or any Borrower. The Borrowers' entering into this Agreement and incurrence of its Subsidiariesthe Obligations resulting from each Borrowing is not prohibited under the Subordinated Notes.

GENERAL WARRANTIES AND REPRESENTATIONS. Each Borrower Loan Party warrants and represents to the Administrative Agent and the Lenders that except as hereafter disclosed to and accepted by the Administrative Agent and the Majority Lenders in writing: AUTHORIZATION: 6.1 Authorization, VALIDITYValidity, AND ENFORCEABILITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSand Enforceability of this Agreement and the Loan Documents. Each Borrower Such Loan Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents, Documents to which it is a party, to incur the Obligations, and to grant to the Administrative Agent Liens upon and security interests in the CollateralCollateral in which it has an interest. Each Borrower Such Loan Party has taken all necessary action (including without limitation, obtaining approval of its stockholders or other equityholders if necessary) to authorize its execution, delivery, delivery and performance of this Agreement and the other Loan Documents, to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Borrower's execution, delivery and performance of this Agreement or any of the other Loan Documents to which it is a party, except for those already duly obtained or made. This Agreement and the other Loan Documents to which such Borrower it is a party have been duly executed and delivered by such BorrowerLoan Party, and and, subject to the Financing Orders, constitute the legal, valid and binding obligations of such BorrowerLoan Party, enforceable against it in accordance with their respective terms without defense, setoff or counterclaimterms. Each BorrowerSuch Loan Party's execution, delivery, delivery and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien (other than in favor of Agent) upon the property of such Borrower Loan Party or any of its Subsidiaries Subsidiaries, by reason of of, the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, indenture or instrument to which such Borrower Loan Party or any Subsidiary of its Subsidiaries is a party or which is binding upon itit or any of its Subsidiaries (it being understood that, in the case of any Liens in favor of the Administrative Agent granted by a Loan Party, there may be a requirement under the Term Loan B Documents that such Loan Party grant a Lien (that is subordinated to the Agent's Lien) in favxx xx xxx Xxxm Loan B Agent on the same collateral in which the Agent's Lien was granted), (b) any Requirement of Law applicable to such Borrower Loan Party or any of its SubsidiariesSubsidiaries (including, without limitation, any court order entered in the Chapter 11 Case or the Canadian Case), or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement or other organizational documents of such Borrower Loan Party or any of its Subsidiaries, except, in each case, to the extent excused by the Financing Orders or the Bankruptcy Code. Each borrowing of a Loan and issuance of a Letter of Credit or Credit Support and each delivery by a Borrower or Foamex Canada of a Borrowing Base Certificate constitutes a representation and warranty by Foamex that, as of the date of such borrowing, issuance or delivery, as the case may be, the financial accommodations provided to the Borrowers under this Agreement do not as of such date violate the borrowing or debt incurrence limits set forth in the Term Loan B Agreement. Without limitation of the foregoing, Foamex represents and warrants that (i) each borrowing of a Loan and issuance of a Letter of Credit or Credit Support is permitted under clause (j) of Section 7.15 of the Term Loan B Agreement and (ii) all Obligations relating thereto constitute permitted Debt as "Working Capital Obligations" under the Term Loan B Agreement.