GoldenTree represents and warrants to the Company that (a) GoldenTree is duly formed and validly existing under the laws of the State of Delaware; (b) GoldenTree is duly authorized to execute, deliver and perform this Agreement; (c) this Agreement has been duly executed and delivered by GoldenTree and is a valid and binding agreement of GoldenTree, enforceable against GoldenTree in accordance with its terms and (d) the execution, delivery and performance by GoldenTree of this Agreement does not violate or conflict with or result in a breach by GoldenTree of or constitute (or with notice or lapse of time or both would constitute) a default by GoldenTree under its formation documents, under any agreement to which GoldenTree is a party, any existing applicable law of any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof, exercising any statutory or regulatory authority of any of the foregoing, domestic or foreign, having jurisdiction over GoldenTree, or any agreement or instrument by which GoldenTree or any of its assets may be bound.