Common use of Exhibits and Schedules to the Credit Agreement; Representations and Warranties; Ratification and Confirmation of Loan Documents Clause in Contracts

Exhibits and Schedules to the Credit Agreement; Representations and Warranties; Ratification and Confirmation of Loan Documents. (a) Certain Schedules to the Credit Agreement are amended and restated as set forth on Exhibit A attached to this Agreement after giving effect to the Stock Purchase and the terms of this Agreement. (b) The Existing Borrowers represent and warrant to Bank that all representations and warranties given by the Existing Borrowers in the Credit Agreement, are true and correct as of the date hereof in all material respects. The Existing Borrowers represent and warrant to Bank that the Existing Borrowers are in full compliance with all of the covenants of the Existing Borrowers contained in the Credit Agreement. (c) The Additional Borrower represents and warrants to Bank that all representations and warranties given by the Additional Borrower in the Credit Agreement, are true and correct as of the date hereof in all material respects (except to the extent such representations and warranties expressly relate solely to an earlier date, in which case such representations and warranties shall have been true and accurate on and as of such date, and except for changes in factual circumstances specifically permitted under the Credit Agreement). The Additional Borrower represents and warrants to Bank that the Additional Borrower is in full compliance with all of the covenants of the Additional Borrower contained in the Credit Agreement. (d) Except as heretofore or herein expressly modified, or as may otherwise be inconsistent with the terms of this Agreement (in which case the terms and conditions of this Agreement shall govern), all terms of the Credit Agreement, as amended, and all documents and instruments executed and delivered in furtherance thereof shall be and remain in full force and effect, and the same are hereby ratified and confirmed in all respects. Borrower agrees to pay directly, or reimburse Bank for, all expenses, including the fees and expenses of legal counsel actually incurred by Bank in connection with the preparation of the documentation to evidence this Agreement.

Exhibits and Schedules to the Credit Agreement; Representations and Warranties; Ratification and Confirmation of Loan Documents. (a) Certain The form of Compliance Certificate attached as Exhibit A to the Credit Agreement is amended and restated as set forth on Exhibit A to this Agreement. (b) The Schedules to the Credit Agreement are amended and restated as set forth on Exhibit A B attached to this Agreement after giving effect to the Stock Purchase and the terms of this Agreement. (bc) The Existing Borrowers represent Original Borrower represents and warrant warrants to Bank that all representations and warranties given by the Existing Borrowers Original Borrower in the Credit Agreement, as amended, are true and correct as of the date hereof in all material respects. The Existing Borrowers represent Original Borrower represents and warrant warrants to Bank that the Existing Borrowers are Original Borrower is in full compliance with all of the covenants of the Existing Borrowers Original Borrower contained in the Credit Agreement. (cd) The Additional Borrower represents and warrants to Bank that all representations and warranties given by the Additional Borrower in the Credit Agreement, as amended, are true and correct as of the date hereof in all material respects (except to the extent such representations and warranties expressly relate solely to an earlier date, in which case such representations and warranties shall have been true and accurate on and as of such date, and except for changes in factual circumstances specifically permitted under the Credit Agreement)respects. The Additional Borrower represents and warrants to Bank that the Additional Borrower is in full compliance with all of the covenants of the Additional Borrower contained in the Credit Agreement. (de) Except as heretofore or herein expressly modified, or as may otherwise be inconsistent with the terms of this Agreement (in which case the terms and conditions of this Agreement shall govern), all terms of the Credit Agreement, as amended, and all documents and instruments executed and delivered in furtherance thereof shall be and remain in full force and effect, and the same are hereby ratified and confirmed in all respects. Borrower agrees to pay directly, or reimburse Bank for, all expenses, including the fees and expenses of legal counsel actually incurred by Bank in connection with the preparation of the documentation to evidence this Agreement.