Common use of Acknowledgments and Affirmations Clause in Contracts

Acknowledgments and Affirmations. A. Borrower and Lenders acknowledge and agree that capitalized terms used herein and without definition shall have the meanings assigned to them in the Loan Agreement. B. Borrower acknowledges and affirms that: 1. As of December 31, 2003, Borrower is legally and validly indebted to Lenders under the Loan Agreement in the principal amount (including the face amount of outstanding Letters of Credit) of $ $14,904,959.75 with respect to the Revolving Loan, $ 5,991,666.00 with respect to the Term Loans, $0.00 with respect to the BV Loans and CAD $2,136,179.22 with respect to the Mortgage Loan, plus interest, fees and charges accrued and accruing thereon and thereunder, and there is no defense, offset or counterclaim with respect to any such indebtedness or independent claim or action against Lenders. 2. All indebtedness of Borrower to Lenders whenever and however arising, is secured by a duly perfected, first priority security interest in the Collateral (or, in the case of QEP UK, a second priority security interest in the Collateral which is and shall be junior only to the liens described in subsection III (ii) below). C. Borrower represents and warrants that: 1. The resolutions previously adopted by the Board of Directors of each Borrower with respect to the Loan Agreement and provided to Lenders have not in any way been rescinded or modified and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect, except to the extent that they have been modified or supplemented to authorize this Agreement and the documents and transactions describe herein. 2. Each Borrower has the corporate power and authority to enter into this Agreement and the transactions contemplated herein, and each Borrower has taken all necessary corporate action to authorize this Agreement and the transactions contemplated herein. 3. Except as amended by this Agreement, all representations, warranties and covenants contained in the Loan Agreement, and in the schedules and exhibits attached thereto, are true and correct on and as of the date hereof, are incorporated herein by reference and, with respect to each Borrower organized under the laws of any jurisdiction with the United States, Canada, the Netherlands, Australia or the United Kingdom, are hereby remade, and, with respect to each other Borrower, are hereby remade to the best of their knowledge. 4. No Borrower is currently in default under the Loan Agreement, and no condition exists or has occurred which would constitute a default thereunder but for the giving of notice or passage of time, or both. D. The consummation of the transactions contemplated herein (a) is not prevented or limited by, nor does it conflict with or result in a breach of the terms, conditions or provisions of, any Borrower’s articles of incorporation or bylaws, or any evidence of indebtedness, agreement or instrument of whatever nature to which any Borrower is a party or by which any of them is bound, (b) does not constitute a default under any of the foregoing, and (c) does not violate any federal, state or local law, regulation or order of any court or agency which is binding upon any Borrower.

Acknowledgments and Affirmations. A. Borrower and Lenders Lender acknowledge and agree that capitalized terms used herein and without definition shall have the meanings assigned to them in the Loan Agreement. B. Borrower acknowledges and affirms that: 1. As of December 31March 27, 20032001, Borrower is legally and validly indebted to Lenders Lender under the Loan Agreement in the principal amount (including the face amount of outstanding Letters of Credit) of $ $14,904,959.75 14,304,485.51 with respect to the Revolving Loan, $ 5,991,666.00 Loan and $4,000,000.00 with respect to the Term Loans, $0.00 with respect to the BV Loans and CAD $2,136,179.22 with respect to the Mortgage Loan, plus interest, fees and charges accrued and accruing thereon and thereunder, and there is no defense, offset or counterclaim with respect to any such indebtedness or independent claim or action against LendersLender. 2. All indebtedness of Borrower to Lenders Lender whenever and however arising, is secured by a duly perfected, first priority security interest in the Collateral (or, as defined in the case Loan Agreement). 3. The subordinated indebtedness of QEP UKBorrower to The HillStreet Fund, a second priority security interest in the Collateral which is and shall be junior only to the liens described in subsection III (ii) below)L.P., entered into on even date herewith, has been duly authorized by Borrower. C. Borrower represents and warrants that: 1. The resolutions previously adopted by the Board of Directors of each Borrower with respect to the Loan Agreement and provided to Lenders Lender have not in any way been rescinded or modified and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect, except to the extent that they have been modified or supplemented to authorize this Agreement and the documents and transactions describe herein. 2. Each Borrower has the corporate power and authority to enter into this Agreement and the transactions contemplated herein, and each Borrower has taken all necessary corporate action to authorize this Agreement and the transactions contemplated herein. 3. Except as amended by this Agreement, all All representations, warranties and covenants contained in the Loan Agreement, and in the schedules and exhibits attached theretothereto (as updated and modified, to the extent applicable, by the schedules delivered to The HillStreet Fund, L.P.), are true and correct on and as of the date hereof, are incorporated herein by reference and, with respect to each Borrower organized under the laws of any jurisdiction with the United States, Canada, the Netherlands, Australia or the United Kingdom, are hereby remade, and, with respect to each other Borrower, are hereby remade to the best of their knowledge. 4. No Borrower is currently in default under the Loan Agreement, and no condition exists or has occurred which would constitute a default thereunder but for the giving of notice or passage of time, or both. D. The consummation of the transactions contemplated herein (a) is not prevented or limited by, nor does it conflict with or result in a breach of the terms, conditions or provisions of, any Borrower’s 's articles of incorporation or bylaws, or any evidence of indebtedness, agreement or instrument of whatever nature to which any Borrower is a party or by which any of them is bound, (b) does not constitute a default under any of the foregoing, and (c) does not violate any federal, state or local law, regulation or order or other of any court or agency which is binding upon any Borrower. E. Lender consents to the incurrence by Borrower of the subordinated indebtedness in favor of The HillStreet Fund, L.P., entered into on even date herewith, pursuant to the Subordinated Debt Agreement (as defined in the Loan Agreement).

Acknowledgments and Affirmations. A. Borrower and Lenders Bank acknowledge and agree that capitalized terms used herein and without definition shall have the meanings assigned to them in the Loan Agreement. B. Borrower acknowledges and affirms that: 1. As of December 31March 25, 20031999, Borrower is legally and validly indebted to Lenders Bank under the Loan Agreement in the principal amount (including the face amount of outstanding Letters of Credit) of $ $14,904,959.75 3,065,000.00 with respect to the Revolving Loan, $ 5,991,666.00 Loan and $6,285,714.32 with respect to the Term Loans, $0.00 with respect to the BV Loans and CAD $2,136,179.22 with respect to the Mortgage Loan, plus interest, fees and charges accrued and accruing thereon and thereunder, and there is no defense, offset or counterclaim with respect to any such indebtedness or independent claim or action against LendersBank. 2. All indebtedness of Borrower to Lenders Bank whenever and however arising, is secured by a duly perfected, first priority security interest in the Collateral (or, as defined in the case of QEP UK, a second priority security interest in the Collateral which is and shall be junior only to the liens described in subsection III (ii) belowLoan Agreement). C. Borrower represents and warrants that: 1. The resolutions previously adopted by the Board of Directors of each Borrower with respect to the Loan Agreement and provided to Lenders Bank have not in any way been rescinded or modified and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect, except to the extent that they have been modified or supplemented to authorize this Agreement and the documents and transactions describe herein. 2. Each Borrower has the corporate power and authority to enter into this Agreement and the transactions contemplated herein, and each Borrower has taken all necessary corporate action to authorize this Agreement and the transactions contemplated herein. 3. Except as amended by this Agreement, all All representations, warranties and covenants contained in the Loan Agreementin, and in the schedules and exhibits attached thereto, to the Loan Agreement are true and correct on and as of the date hereof, are incorporated herein by reference and, with respect to each Borrower organized under the laws of any jurisdiction with the United States, Canada, the Netherlands, Australia or the United Kingdom, and are hereby remade, and, with respect to each other Borrower, are hereby remade to the best of their knowledge. 4. No Borrower is currently in default under the Loan Agreement, and no condition exists or has occurred which would constitute a default thereunder but for the giving of notice or passage of time, or both. D. 5. The consummation of the transactions contemplated herein (a) is not prevented or limited by, nor does it conflict with or result in a breach of the terms, conditions or provisions of, any Borrower’s 's articles of incorporation or bylaws, or any evidence of indebtedness, agreement or instrument of whatever nature to which any Borrower is a party or by which any of them is bound, (b) does not constitute a default under any of the foregoing, and (c) does not violate any federal, state or local law, regulation or order or other of any court or agency which is binding upon any Borrower.

Acknowledgments and Affirmations. A. Borrower and Lenders Lender acknowledge and agree that capitalized terms used herein and without definition shall have the meanings assigned to them in the Loan Agreement. B. Borrower acknowledges and affirms that: 1. As of December 31June 10, 20031999, Borrower is legally and validly indebted to Lenders Lender under the Loan Agreement in the principal amount (including the face amount of outstanding Letters of Credit) of $ $14,904,959.75 8,205,000 with respect to the Revolving Loan, $ 5,991,666.00 Loan and $6,285,714.32 with respect to the Term Loans, $0.00 with respect to the BV Loans and CAD $2,136,179.22 with respect to the Mortgage Loan, plus interest, fees and charges accrued and accruing thereon and thereunder, and there is no defense, offset or counterclaim with respect to any such indebtedness or independent claim or action against LendersLender. 2. All indebtedness of Borrower to Lenders Lender whenever and however arising, is secured by a duly perfected, first priority security interest in the Collateral (or, as defined in the case of QEP UK, a second priority security interest in the Collateral which is and shall be junior only to the liens described in subsection III (ii) belowLoan Agreement). C. Borrower represents and warrants that: 1. The resolutions previously adopted by the Board of Directors of each Borrower with respect to the Loan Agreement and provided to Lenders Lender have not in any way been rescinded or modified and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect, except to the extent that they have been modified or supplemented to authorize this Agreement and the documents and transactions describe herein. 2. Each Borrower has the corporate power and authority to enter into this Agreement and the transactions contemplated herein, and each Borrower has taken all necessary corporate action to authorize this Agreement and the transactions contemplated herein. 3. Except as amended by this Agreement, all All representations, warranties and covenants contained in the Loan Agreementin, and in the schedules and exhibits attached thereto, to the Loan Agreement are true and correct on and as of the date hereof, are incorporated herein by reference and, with respect to each Borrower organized under the laws of any jurisdiction with the United States, Canada, the Netherlands, Australia or the United Kingdom, and are hereby remade, and, with respect to each other Borrower, are hereby remade to the best of their knowledge. 4. No Borrower is currently in default under the Loan Agreement, and no condition exists or has occurred which would constitute a default thereunder but for the giving of notice or passage of time, or both. D. 5. The consummation of the transactions contemplated herein (a) is not prevented or limited by, nor does it conflict with or result in a breach of the terms, conditions or provisions of, any Borrower’s 's articles of incorporation or bylaws, or any evidence of indebtedness, agreement or instrument of whatever nature to which any Borrower is a party or by which any of them is bound, (b) does not constitute a default under any of the foregoing, and (c) does not violate any federal, state or local law, regulation or order or other of any court or agency which is binding upon any Borrower.