Common use of GENERAL WARRANTIES AND REPRESENTATIONS Clause in Contracts

GENERAL WARRANTIES AND REPRESENTATIONS. Borrower warrants and represents to Lender that except as hereafter disclosed to and accepted by Lender in writing: 6.1 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 equitable principles and the effect of bankruptcy laws). 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, 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.

GENERAL WARRANTIES AND REPRESENTATIONS. Each Borrower severally warrants and represents to Lender that the Administrative Agent and the Lenders that, except as hereafter disclosed to and accepted by Lender the Administrative Agent and the Majority Lenders in writing: 6.1 AUTHORIZATIONAuthorization, VALIDITYValidity, AND ENFORCEABILITY OF THIS AGREEMENT AND THE LOAN DOCUMENTSand Enforceability of this Agreement and the DIP Financing Documents. Subject to entry of the Interim Financing Order, 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 partyDIP Financing Documents, to incur the Obligations, and and, on the date of initial funding of the Loans hereunder, will be authorized to grant to Lender the Administrative Agent Liens upon and security interests in the CollateralCollateral pursuant to Sections 363 and 364 of the Bankruptcy Code. 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 DIP Financing Documents to which it is a party. This Agreement and the other Loan DIP Financing Documents to which the each Borrower or any of its Subsidiaries is a party have been duly executed and delivered by such Borrower and such Subsidiariesand, and subject to entry of the Interim Financing Order, 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 equitable principles and the effect terms of bankruptcy laws)the Financing Orders. Each Borrower's and each of its Restricted Subsidiaries' execution, delivery, and performance of this Agreement and the other Loan DIP Financing Documents to which it is a party do (a) does 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 the Borrower or any of its Subsidiaries, by reason of the terms of (a) 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 any of Borrower or Borrower's Subsidiaries or any of their propertyit, (b) following entry of the Interim Financing Order, will not violate any Requirement of Law applicable to such Borrower or any of its Subsidiaries, or and (c) the is not in contravention with any provision of its 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, constituent documents of such Borrower or any of its Subsidiaries.

GENERAL WARRANTIES AND REPRESENTATIONS. Borrower Each Loan Party warrants and represents to Lender that except as hereafter disclosed Agent and the Lenders that, after giving the effect to and accepted by Lender in writingthe Refinancing: 6.1 AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE LOAN DOCUMENTS. Borrower and each of its Restricted Subsidiaries Each Obligated 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 Lender the Agent Liens upon and security interests in the Collateral. Borrower and each of its Restricted Subsidiaries have Each Obligated Party 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 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 each Obligated Party, and, assuming this Agreement and such Subsidiaries, and the other Loan Documents constitute the legal, valid and binding obligations of Borrower Agent, Bank and such Subsidiaries to each of the extent a party theretoLenders hereto, constitute the legal, valid and binding obligations of each Obligated Party, enforceable against it in accordance with their respective terms (subject to equitable principles and the effect of bankruptcy laws)terms. BorrowerEach Obligated Party'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 an Obligated Party or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which Borrower such Obligated 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 applicable to Borrower the such Obligated Party or any of its 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, of Borrower the Obligated Parties or any of its their Subsidiaries.

GENERAL WARRANTIES AND REPRESENTATIONS. Borrower warrants and represents to Lender that except as hereafter disclosed to and accepted by Lender in writing: 6.1 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 equitable bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general principles and the effect of bankruptcy lawsequity (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 SubsidiariesSubsidiaries (other than any violation, conflict or breach which could not reasonably be expected to have a Material Adverse Effect), or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement or other constitutive and organizational documents, as applicable, of Borrower or any of its Subsidiaries.

GENERAL WARRANTIES AND REPRESENTATIONS. Each Borrower warrants and represents to Lender 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 Lender the Majority Lenders in writing: 6.1 Section 8.1 AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE LOAN DOCUMENTS; NO CONFLICTS. Each Borrower and each of its Restricted Subsidiaries 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 the Agent Liens upon and security interests in the Collateral. Each Borrower and each of its Restricted Subsidiaries have has taken all necessary action (including obtaining approval of its stockholders 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. 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 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, 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 equitable principles and the effect of bankruptcy laws)general principles of equity whether applied by a court of law or 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 or require the creation or imposition of any Lien upon the property of any Borrower or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, Lien, lease, agreement, indenture, document, or agreement related to any 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 of Borrower's 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 or any of its Subsidiariessuch Borrower, or (c) the certificate or articles of incorporation or incorporation, by-laws or the limited liability company or limited partnership agreement laws, or other constitutive and organizational or constituent documents, as applicablethe case may be, of Borrower or any such 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 warrants and represents to Lender the Agent and the Lenders that except as hereafter disclosed to and accepted by Lender the Agent and the Required Lenders in writing: 6.1 8.1 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 party, 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 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 theretoeach Borrower, enforceable against it each Borrower in accordance with their respective terms (subject to without defense, setoff or counterclaim, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles and the effect of bankruptcy laws(whether enforcement is sought by proceedings in equity or at law). 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 constitute a default under, or result in, or require the Loan Documents) result in the creation or imposition of of, any Lien upon the property of such Borrower or any of its Subsidiaries, Subsidiaries by reason of of, the terms of (a) any material contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such 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 propertyit, (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 the limited liability company or limited partnership agreement or other constitutive and organizational documents, as applicable, of such Borrower or any of its Subsidiaries.

GENERAL WARRANTIES AND REPRESENTATIONS. The Borrower warrants and represents to Lender the Agent and the Lenders that except as hereafter disclosed to and accepted by Lender the Agent and the Majority Lenders in writing: 6.1 8.1. AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE LOAN DOCUMENTS. Each of 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, as applicable. The Borrower has the corporate power and authority to incur the Obligations, Obligations and each of the Borrower and each of its Subsidiaries has the corporate power and authority to grant to Lender the Agent Liens upon and security interests in the Collateral. Each of 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, as applicable. This Agreement and the other Loan Documents to which the Borrower or any of its Subsidiaries is a party have been duly executed and delivered by the Borrower and such each of its Subsidiaries, as applicable, and constitute the legal, valid and binding obligations of the Borrower and such Subsidiaries to the extent a party theretoSubsidiaries, enforceable against it them in accordance with their respective terms (subject to equitable principles and the effect of bankruptcy laws)without defense, setoff or counterclaim. The Borrower's and each of its Restricted such 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 the Borrower or any of its Subsidiaries, such Subsidiary 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 such Subsidiary is a party or which is binding upon any of Borrower or Borrower's Subsidiaries it or any of their propertysuch Subsidiary if the same is reasonably be expected to have a Material Adverse Effect, (b) any Requirement of Law applicable to the Borrower or any of its Subsidiariessuch Subsidiary, 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 Subsidiariessuch Subsidiary.

GENERAL WARRANTIES AND REPRESENTATIONS. Each Borrower warrants and represents to Lender 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 Lender the Majority Lenders in writing: 6.1 Section 8.1 AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE LOAN DOCUMENTS; NO CONFLICTS. Each Borrower and each of its Restricted Subsidiaries 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 the Agent Liens upon and security interests in the Collateral. Each Borrower and each of its Restricted Subsidiaries have has taken all necessary action (including obtaining approval of its stockholders 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. 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 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, 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 equitable principles and the effect of bankruptcy laws)general principles of equity whether applied by a court of law or 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 or require the creation or imposition of any Lien upon the property of any Borrower or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, Lien, lease, agreement, indenture, document, or agreement related to any Permitted Subordinated Debt and any other agreements entered into in connection therewith), or instrument to which such 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 propertyit, (b) any Requirement of Law applicable to Borrower or any of its Subsidiariessuch Borrower, or (c) the certificate or articles of incorporation or incorporation, by-laws or the limited liability company or limited partnership agreement laws, or other constitutive and organizational or constituent documents, as applicablethe case may be, of Borrower or any of its Subsidiariessuch Borrower.

GENERAL WARRANTIES AND REPRESENTATIONS. Each Borrower Party warrants and represents to Lender that the Agent and the Lenders that, except as hereafter disclosed to and accepted by Lender the Agent and the Majority Lenders in writing: 6.1 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 party, to incur the Obligations, party and to grant to Lender the Agent Liens upon and security interests in the Collateral. Borrower Collateral with respect to which it has rights, title or ownership and each of its Restricted Subsidiaries have Borrower has the authority to incur the Obligations. Each Borrower Party 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 Agreement and the other The Loan Documents to which the Borrower or any of its Subsidiaries it is a party have been duly executed and delivered by each Borrower and such SubsidiariesParty, and constitute the legal, valid and binding obligations of such Borrower and such Subsidiaries to the extent a party theretoParty, enforceable against it in accordance with their respective terms terms, subject, as to the enforcement of remedies, to the following qualifications: (subject i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy at law, and (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction, and other similar laws affecting enforcement of creditors' rights generally (insofar as any such law relates to equitable principles and the effect bankruptcy, insolvency or similar event of bankruptcy lawsany Borrower Party). BorrowerEach Borrower Party'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 the Parent Guarantor or any of its SubsidiariesSubsidiary, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which Borrower the Parent Guarantor or any of Borrower's Subsidiaries such Subsidiary 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 the Parent Guarantor or any of its Subsidiariessuch Subsidiary, or (c) the certificate or articles of incorporation or by-laws bylaws or the limited liability company operating agreement or limited partnership agreement or other constitutive and organizational documents, as applicable, of such Borrower or any of its SubsidiariesParty.

GENERAL WARRANTIES AND REPRESENTATIONS. Borrower Each of Holdings and Borrower, as applicable, warrants and represents to Lender the Agent and the Lenders that except as hereafter disclosed to and accepted by Lender the Agent and the Required Lenders in writing: 6.1 AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE LOAN DOCUMENTS. Holdings, the Borrower and each of its Restricted Borrower's Subsidiaries has have the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is they are a party, to incur the Obligations, and to grant to Lender the Agent Liens upon and security interests in the Collateral. Each of Holdings, the Borrower and each of its Restricted Borrower's 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 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 Holdings, the Borrower and such Subsidiaries, the Borrower's Subsidiaries and constitute the legal, valid and binding obligations obligations, as applicable, of Holdings, the Borrower and such Borrower's Subsidiaries to the extent a party thereto, enforceable against it in accordance with their respective terms (subject to equitable principles and terms. Holdings, the effect of bankruptcy laws). Borrower's and each of its Restricted Borrower's Subsidiaries' execution, delivery, and performance of this Agreement and the other Loan Documents to which it is they are 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 Holdings, the Borrower or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, the Borrower or any of Borrower's Subsidiaries such Subsidiary 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 Holdings, the Borrower or any of its Borrower's 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 documentsof Holdings, as applicable, of the Borrower or any of its Borrower's Subsidiaries.

GENERAL WARRANTIES AND REPRESENTATIONS. The Borrower continuously warrants and represents to Lender that the Lender, 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 Lender in writing: 6.1 8.1. 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 Liens upon and security interests in the CollateralSecurity Interest. The Borrower and each of its Restricted Subsidiaries have has taken all necessary corporate action (including including, without limitation, obtaining approval of its stockholders if necessarystockholders) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it Documents. No consent, approval, or authorization of, or filing with, any Public Authority, and no consent of any other Person, is a partyrequired in connection with the Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. This Agreement and the other Loan Documents to which the Borrower or any of its Subsidiaries is a party have been duly executed and delivered by the Borrower and such Subsidiaries, 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 equitable principles and the effect of bankruptcy laws)terms, without defense, setoff, or counterclaim. 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 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, Subsidiaries (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 its Subsidiaries is a party or which is binding upon any of the Borrower or Borrower's Subsidiaries or any of their propertyits Subsidiaries, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to the Borrower or any of its Subsidiaries, or (c) the certificate Certificate or articles Articles of incorporation Incorporation or byBy-laws or Laws of the limited liability company or limited partnership agreement or other constitutive and organizational documents, as applicable, of Borrower or any of its Subsidiaries.

GENERAL WARRANTIES AND REPRESENTATIONS. Each Borrower severally warrants and represents to Lender that Administrative Agent and the Lenders that, except as hereafter disclosed to and accepted by Lender Administrative Agent and the Majority Lenders in writing: 6.1 AUTHORIZATIONAuthorization, VALIDITYValidity, AND ENFORCEABILITY OF THIS AGREEMENT AND THE LOAN DOCUMENTSand Enforceability of this Agreement and the DIP Financing Documents. Subject to entry of the Financing Order and the terms thereof, 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 partyDIP Financing Documents, to incur the Obligations, and and, on the date of initial funding of the Loans hereunder, will be authorized to grant to Lender Administrative Agent Liens upon and security interests in the CollateralCollateral pursuant to Section 364 of the Bankruptcy Code. 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 DIP Financing Documents to which it is a party. This Agreement and the other Loan DIP Financing Documents to which the each Borrower or any of its Subsidiaries is a party have been duly executed and delivered by such Borrower and, subject to entry of the Financing Order and such Subsidiariesthe respective terms thereof, 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 equitable principles and the effect terms of bankruptcy laws)the Financing Order. Each Borrower's and each of its Restricted Subsidiaries' execution, delivery, and performance of this Agreement and the other Loan DIP Financing Documents to which it is a party do (a) does 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 such Borrower or any of its Subsidiaries, by reason of the terms of (a) any material post-petition contract, mortgage, lease, agreement, indenture, indenture or instrument to which such 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 propertyit, (b) following entry of the Financing Order and pursuant to the terms thereof, will not violate any Requirement of Law applicable to such Borrower or any of its Subsidiaries, or and (c) the is not in contravention with any provision of its 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, constituent documents of such Borrower or any of its Subsidiaries.

GENERAL WARRANTIES AND REPRESENTATIONS. Borrower Each Loan Party warrants and represents to Lender that the Agent and the Lenders that, except as hereafter disclosed to and accepted by Lender the Agent, and the Required Lenders in writing: 6.1 AUTHORIZATIONAuthorization, VALIDITYValidity, AND ENFORCEABILITY OF THIS AGREEMENT AND THE LOAN DOCUMENTS. Borrower and each Enforceability of its Restricted Subsidiaries this Agreement and the Loan Documents. (a) Such 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 and/or guaranty, as applicable, the Obligations, and to grant to Lender the Agent Liens upon and security interests in the Collateral. Borrower and each of its Restricted Subsidiaries have Collateral in which it has an interest. (b) Such Loan Party has taken all necessary corporate action or other organizational action (including 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. . (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 SubsidiariesLoan Party, and constitute the legal, valid and binding obligations of Borrower and such Subsidiaries to the extent a party theretoLoan Party, enforceable against it in accordance with their respective terms (except as such enforceability may be subject to equitable principles bankruptcy, insolvency, moratorium, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights of creditors generally and except as the same may be subject to the effect of bankruptcy lawsgeneral principles of equity). Borrower's and each of its Restricted Subsidiaries' . (d) Such Loan Party’s execution, delivery, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the Acquisition Agreement 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 such Loan Party (other than Liens granted by such Loan Party under any of its Subsidiaries, the Loan Documents and the Transaction Documents (as permitted hereunder and under the Intercreditor Agreement)) by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, indenture or instrument to which Borrower or any of Borrower's Subsidiaries such Loan Party is a party or which is binding upon any of Borrower it to the extent such breach or Borrower's Subsidiaries or any of their propertyviolation would not have a Material Adverse Effect, (b) any Requirement of Law applicable to Borrower such Loan Party (other than those which are customarily satisfied after closing by filings or any of its Subsidiaries, registrations made in connection with the ▇▇▇▇▇▇ Acquisition) or (c) the certificate or articles of incorporation or by-incorporation, by laws or the limited liability company or limited partnership agreement or partnership agreement or other constitutive and organizational documentsdocuments of such Loan Party, as applicableexcept, in the case of Borrower the foregoing clause (a), to the extent such breach or any of its Subsidiariesviolation would not have a Material Adverse Effect.

GENERAL WARRANTIES AND REPRESENTATIONS. Borrower Each of the Borrowers warrants and represents to Lender the Administrative Agent and the Lenders that except as hereafter disclosed to the Administrative Agent and accepted by Lender the Required Lenders in writing: 6.1 AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE LOAN DOCUMENTS. Borrower and each Each of its Restricted Subsidiaries the Borrowers 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 Administrative Agent Liens upon and security interests in the Collateral. Borrower and each Each of its Restricted Subsidiaries have the Borrowers 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 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 Subsidiariesthe Borrowers, and constitute the legal, valid and binding obligations of Borrower and such Subsidiaries to the extent a party theretoBorrowers, enforceable against it them in accordance with their respective terms (subject to equitable principles and the effect of bankruptcy laws)terms. Borrower's and each of its Restricted Subsidiaries' The execution, delivery, and performance by any Borrower 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 any Borrower or any of its Subsidiaries, by reason of the terms of (a) the Senior Note Indenture, (b) any material other contract, mortgage, lease, agreement, indenture, or instrument to which any Borrower or any of Borrower's Subsidiaries is a party or which is binding upon any it and the breach of Borrower or Borrower's Subsidiaries or any of their propertywhich could reasonably be expected to have a Material Adverse Effect, (b) any Requirement of Law applicable to any Borrower or any of its Subsidiaries, the breach of which could reasonably be expected to have a Material Adverse Effect, or (c) the certificate or certificate, articles of incorporation incorporation, articles of association or memorandum of association (as applicable) or by-laws or the limited liability company or limited partnership agreement or other constitutive and organizational documents, as applicable, of any Borrower or any of its Subsidiaries.

GENERAL WARRANTIES AND REPRESENTATIONS. Borrower Each Loan Party warrants and represents to Lender the Administrative Agent and the Lenders that except as hereafter disclosed to and accepted by Lender the Administrative Agent and the Majority Lenders in writing: 6.1 AUTHORIZATION6.1. Authorization, VALIDITYValidity, AND ENFORCEABILITY OF THIS AGREEMENT AND THE LOAN DOCUMENTSand Enforceability of this Agreement and the Loan Documents. Borrower and each of its Restricted Subsidiaries Such 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 Lender the Administrative Agent Liens upon and security interests in the CollateralCollateral in which it has an interest. Borrower and each of its Restricted Subsidiaries have Such Loan Party has taken all necessary action (including 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. 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 SubsidiariesLoan Party, and and, subject to the Financing Orders, constitute the legal, valid and binding obligations of Borrower and such Subsidiaries to the extent a party theretoLoan Party, enforceable against it in accordance with their respective terms (subject to equitable principles and the effect of bankruptcy laws)terms. BorrowerSuch Loan Party's and each of its Restricted Subsidiaries' 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 (other than pursuant to the Loan Documents) result in the imposition of any Lien upon the property of Borrower such Loan Party or any of its Subsidiaries, by reason of of, the terms of (a) any material contract, mortgage, lease, agreement, indenture, 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 of Borrower or Borrower's Subsidiaries it or any of their propertyits 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 Working Capital Documents that such Loan Party grant a Lien (that is superior to the Agent's Lien) in favor of ▇▇▇ ▇▇▇▇▇▇▇ Capital Agent on the same collateral in which the Agent's Lien was granted), (b) any Requirement of Law applicable to Borrower such 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 constitutive and organizational documents, as applicable, of Borrower or any of its Subsidiaries.documents of

GENERAL WARRANTIES AND REPRESENTATIONS. Borrower Each Obligated Party warrants and represents to Lender the Agent and the Lenders that except as hereafter disclosed set forth in the Schedules to and accepted by Lender in writingthis Agreement: Section 6.1 AUTHORIZATIONAuthorization, VALIDITYValidity, AND ENFORCEABILITY OF THIS AGREEMENT AND THE LOAN DOCUMENTSand Enforceability of this Agreement and the other Loan Documents; No Conflicts. Borrower and each of its Restricted Subsidiaries Each Obligated Party 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 Obligationsindebtedness, liabilities, and obligations it has agreed to undertake hereunder and under the other Loan Documents, and to grant to Lender the Agent Liens upon and security interests in the CollateralCollateral owned by such Obligated Party. Borrower and each of its Restricted Subsidiaries have Each Obligated Party has taken all necessary action (including obtaining approval of its stockholders 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. This Agreement and the other Loan Documents to which the Borrower or any of its Subsidiaries each Obligated Party is a party have been duly executed and delivered by Borrower and such SubsidiariesObligated Party, and constitute the legal, valid valid, and binding obligations of Borrower and such Subsidiaries to the extent a party theretoObligated Party, enforceable against it in accordance with their respective terms (subject to equitable principles and the effect of bankruptcy laws)without defense, setoff, or counterclaim. BorrowerEach Obligated Party'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 or require the creation or imposition of any Lien upon the property of Borrower the Parent or any Subsidiary of its Subsidiaries, the Parent by reason of the terms of (a) any material contract, mortgage, Lien, lease, agreement, indentureindenture (including, without limitation, the Indentures), document, or instrument to which Borrower the Parent or any Subsidiary of Borrower's Subsidiaries the Parent is a party or which is binding upon any of Borrower or Borrower's Subsidiaries or any of their propertythem, (b) any Requirement of Law applicable to Borrower the Parent or any Subsidiary of its Subsidiariesthe Parent, or (c) the certificate or articles of incorporation or by-laws or the incorporation, bylaws, limited liability company or limited partnership agreement agreement, or other constitutive and organizational or constituent documents, as applicablethe case may be, of Borrower the Parent or any Subsidiary of its Subsidiariesthe Parent.